bmtc20180331_10q.htm
 

Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 10-Q

 


 

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

For Quarter ended March 31, 2018

 

Commission File Number 1-35746

 


 

Bryn Mawr Bank Corporation

(Exact name of registrant as specified in its charter)

 


 

Pennsylvania

23-2434506

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

identification No.)

   

801 Lancaster Avenue, Bryn Mawr, Pennsylvania

19010

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code (610) 525-1700

 

Not Applicable

Former name, former address and fiscal year, if changed since last report.

 


 

Indicate by checkmark whether the registrant (1) has filed all reports to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No   ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No   ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act..

 

Large accelerated filer  ☒    Accelerated filer  ☐

 

Non-accelerated filer  ☐    Smaller reporting company  ☐ Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes  ☐    No   ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Classes

 

Outstanding at May 1, 2018

Common Stock, par value $1

 

20,232,714

 



 

 

 

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

 

FORM 10-Q

 

QUARTER ENDED March 31, 2018

 

Index 

 

PART I -

FINANCIAL INFORMATION

 

     

ITEM 1.

Financial Statements (unaudited)

 

     

 

Consolidated Financial Statements (unaudited)

Page 3

     

 

Notes to Consolidated Financial Statements (unaudited)

Page 8

     

ITEM 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Page 43

     

ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

Page 60

     

ITEM 4.

Controls and Procedures

Page 60

     

PART II -

OTHER INFORMATION

Page 61

     

ITEM 1.

Legal Proceedings

Page 61

     

ITEM 1A.

Risk Factors

Page 61

     

ITEM 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Page 61

     

ITEM 3.

Defaults Upon Senior Securities

Page 61

     

ITEM 4.

Mine Safety Disclosures

Page 61

     

ITEM 5.

Other Information

Page 61

     

ITEM 6.

Exhibits

Page 62

 

 

 

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

 

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets - Unaudited

 

   

March 31,

   

December 31,

 

(dollars in thousands)

 

2018

   

2017

 

Assets

               

Cash and due from banks

  $ 7,804     $ 11,657  

Interest bearing deposits with banks

    24,589       48,367  

Cash and cash equivalents

    32,393       60,024  

Investment securities available for sale, at fair value (amortized cost of $544,428 and $692,824 as of March 31, 2018 and December 31, 2017 respectively)

    534,103       689,202  

Investment securities held to maturity, at amortized cost (fair value of $7,629 and $7,851 as of March 31, 2018 and December 31, 2017, respectively)

    7,885       7,932  

Investment securities, trading

    8,211       4,610  

Loans held for sale

    5,522       3,794  

Portfolio loans and leases, originated

    2,564,827       2,487,296  

Portfolio loans and leases, acquired

    740,968       798,562  

Total portfolio loans and leases

    3,305,795       3,285,858  

Less: Allowance for originated loan and lease losses

    (17,570 )     (17,475 )

Less: Allowance for acquired loan and lease losses

    (92 )     (50 )

Total allowance for loans and lease losses

    (17,662 )     (17,525 )

Net portfolio loans and leases

    3,288,133       3,268,333  

Premises and equipment, net

    54,986       54,458  

Accrued interest receivable

    12,521       14,246  

Mortgage servicing rights

    5,706       5,861  

Bank owned life insurance

    56,946       56,667  

Federal Home Loan Bank stock

    15,499       20,083  

Goodwill

    182,200       179,889  

Intangible assets

    25,087       25,966  

Other investments

    11,720       12,470  

Other assets

    59,464       46,185  

Total assets

  $ 4,300,376     $ 4,449,720  

Liabilities

               

Deposits:

               

Non-interest-bearing

  $ 863,118     $ 924,844  

Interest-bearing

    2,452,421       2,448,954  

Total deposits

    3,315,539       3,373,798  
                 

Short-term borrowings

    173,704       237,865  

Long-term FHLB advances

    107,784       139,140  

Subordinated notes

    98,448       98,416  

Junior subordinated debentures

    21,456       21,416  

Accrued interest payable

    4,814       3,527  

Other liabilities

    45,570       47,439  

Total liabilities

    3,767,315       3,921,601  

Shareholders' equity

               

Common stock, par value $1; authorized 100,000,000 shares; issued 24,438,758 and 24,360,049 shares as of March 31, 2018 and December 31, 2017, respectively, and outstanding of 20,229,896 and 20,161,395 as of March 31, 2018 and December 31, 2017, respectively

    24,439       24,360  

Paid-in capital in excess of par value

    371,319       371,486  

Less: Common stock in treasury at cost - 4,208,862 and 4,198,654 shares as of March 31, 2018 and December 31, 2017, respectively

    (68,787 )     (68,179 )

Accumulated other comprehensive loss, net of tax

    (9,664 )     (4,414 )

Retained earnings

    216,438       205,549  

Total Bryn Mawr Bank Corporation shareholders' equity

    533,745       528,802  

Noncontrolling interest

    (684 )     (683 )

Total shareholders' equity

    533,061       528,119  

Total liabilities and shareholders' equity

  $ 4,300,376     $ 4,449,720  

 

The accompanying notes are an integral part of the Unaudited Consolidated Financial Statements.

 

Page 3

 

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income - Unaudited

 

   

Three Months Ended March 31,

 
   

2018

   

2017

 

(dollars in thousands, except per share data)

               

Interest income:

               

Interest and fees on loans and leases

  $ 40,689     $ 28,482  

Interest on cash and cash equivalents

    53       66  

Interest on investment securities:

               

Taxable

    2,706       1,623  

Non-taxable

    84       110  

Dividends

    2       45  

Total interest income

    43,534       30,326  

Interest expense:

               

Interest on deposits

    3,472       1,828  

Interest on short-term borrowings

    630       27  

Interest on FHLB advances and other borrowings

    562       698  

Interest on subordinated notes

    1,143       370  

Interest on junior subordinated debentures

    288       -  

Total interest expense

    6,095       2,923  

Net interest income

    37,439       27,403  

Provision for loan and lease losses

    1,030       291  

Net interest income after provision for loan and lease losses

    36,409       27,112  

Noninterest income:

               

Fees for wealth management services

    10,308       9,303  

Insurance commissions

    1,693       763  

Capital markets revenue

    666       -  

Service charges on deposits

    713       647  

Loan servicing and other fees

    686       503  

Net gain on sale of loans

    518       629  

Net gain on sale of investment securities available for sale

    7       1  

Net gain on sale of other real estate owned ("OREO")

    176       -  

Dividends on FHLB and FRB stock

    431       214  

Other operating income

    4,338       1,167  

Total noninterest income

    19,536       13,227  

Noninterest expenses:

               

Salaries and wages

    15,982       12,450  

Employee benefits

    3,708       2,489  

Occupancy and bank premises

    3,050       2,526  

Furniture, fixtures, and equipment

    1,898       1,974  

Advertising

    461       386  

Amortization of intangible assets

    879       693  

Due diligence, merger-related and merger integration expenses

    4,319       511  

Professional fees

    748       711  

Pennsylvania bank shares tax

    473       664  

Information technology

    1,195       874  

Other operating expenses

    3,317       3,382  

Total noninterest expenses

    36,030       26,660  

Income before income taxes

    19,915       13,679  

Income tax expense

    4,630       4,635  

Net income

  $ 15,285     $ 9,044  

Add: Net loss attributable to noncontrolling interest

    1       -  

Net income attributable to Bryn Mawr Bank Corporation

  $ 15,286     $ 9,044  
                 

Basic earnings per common share

  $ 0.76     $ 0.53  

Diluted earnings per common share

  $ 0.75     $ 0.53  

Dividends declared per share

  $ 0.22     $ 0.21  
                 

Weighted-average basic shares outstanding

    20,202,969       16,954,132  

Dilutive shares

    247,525       228,557  

Adjusted weighted-average diluted shares

    20,450,494       17,182,689  

 

The accompanying notes are an integral part of the Unaudited Consolidated Financial Statements.

 

Page 4

 

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income - Unaudited

 

(dollars in thousands)

 

Three Months Ended March 31,

 
   

2018

   

2017

 
                 

Net income attributable to Bryn Mawr Bank Corporation

  $ 15,286     $ 9,044  
                 

Other comprehensive (loss) income:

               

Net change in unrealized (losses) gains on investment securities available for sale:

               

Net unrealized (losses) gains arising during the period, net of tax (benefit) expense of $(1,319) and $208, respectively

    (4,961 )     388  

Reclassification adjustment for net (gain) on sale realized in net income, net of tax (expense) benefit of $(1) and $0, respectively

    (6 )     (1 )

Reclassification adjustment for net (gain) realized on transfer of investment securities available for sale to trading, net of tax (expense) benefit of $(88) and $0, respectively

    (329 )     -  

Unrealized investment (losses) gains, net of tax (benefit) expense of $(1,408) and $208, respectively

    (5,296 )     387  

Net change in unfunded pension liability:

               

Change in unfunded pension liability related to unrealized loss, prior service cost and transition obligation, net of tax expense of $12 and $17, respectively

    46       32  
                 

Total other comprehensive (loss) income

    (5,250 )     419  
                 

Total comprehensive income

  $ 10,036     $ 9,463  

 

The accompanying notes are an integral part of the Unaudited Consolidated Financial Statements.

 

Page 5

 

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows - Unaudited

 

(dollars in thousands)

 

Three Months Ended March 31,

 
   

2018

   

2017

 

Operating activities:

               

Net income attributable to Bryn Mawr Bank Corporation

  $ 15,286     $ 9,044  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Provision for loan and lease losses

    1,030       291  

Depreciation of fixed assets

    1,493       1,392  

Net amortization of investment premiums and discounts

    761       673  

Net gain on sale of investment securities available for sale

    (7 )     (1 )

Net gain on sale of loans

    (518 )     (629 )

Stock based compensation

    620       484  

Amortization and net impairment of mortgage servicing rights

    171       172  

Net accretion of fair value adjustments

    (3,004 )     (795 )

Amortization of intangible assets

    879       693  

Net gain on sale of OREO

    (176 )     -  

Net increase in cash surrender value of bank owned life insurance ("BOLI")

    (279 )     (200 )

Other, net

    (17,436 )     (6,380 )

Loans originated for resale

    (19,534 )     (26,064 )

Proceeds from loans sold

    18,265       33,023  

Provision for deferred income taxes

    656       167  

Change in income taxes payable/receivable

    3,819       4,324  

Change in accrued interest receivable

    1,725       141  

Change in accrued interest payable

    1,287       (12 )

Net cash provided by operating activities

    5,038       16,323  
                 

Investing activities:

               

Purchases of investment securities available for sale

    (74,029 )     (42,842 )

Purchases of investment securities held to maturity

    -       (2,335 )

Proceeds from maturity and paydowns of investment securities available for sale

    218,393       217,539  

Proceeds from maturity and paydowns of investment securities held to maturity

    39       15  

Proceeds from sale of investment securities available for sale

    7       65  

Net change in FHLB stock

    4,584       8,800  

Proceeds from calls of investment securities

    65       1,134  

Net change in other investments

    500       (89 )

Purchase of domain name

    -       (152 )

Net portfolio loan and lease originations

    (21,230 )     (20,108 )

Purchases of premises and equipment

    (2,063 )     (162 )

Proceeds from sale of OREO

    217       39  

Net cash provided by investing activities

    126,483       161,904  
                 

Financing activities:

               

Change in deposits

    (57,879 )     56,909  

Change in short-term borrowings

    (64,161 )     (180,538 )

Dividends paid

    (4,523 )     (3,559 )

Change in long-term FHLB advances

    (31,371 )     (15,000 )

Cash payments to taxing authorities on employees' behalf from shares withheld from stock-based compensation

    (626 )     (19 )

Net sale of treasury stock for deferred compensation plans

    171       -  

Repurchase of warrants from U.S. Treasury

    (1,755 )     -  

Proceeds from exercise of stock options

    992       650  

Net cash used in financing activities

    (159,152 )     (141,557 )
                 

Change in cash and cash equivalents

    (27,631 )     36,670  

Cash and cash equivalents at beginning of period

    60,024       50,765  

Cash and cash equivalents at end of period

  $ 32,393     $ 87,435  
                 

Supplemental cash flow information:

               

Cash paid during the year for:

               

Income taxes

  $ 146     $ 117  

Interest

  $ 4,808     $ 2,935  
                 

Non-cash information:

               

Change in other comprehensive loss

  $ (5,250 )   $ 419  

Change in deferred tax due to change in comprehensive income

  $ (1,396 )   $ 225  

Transfer of loans to other real estate owned and repossessed assets

  $ 37     $ -  

 

The accompanying notes are an integral part of the Unaudited Consolidated Financial Statements.

 

Page 6

 

 

BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes In Shareholders’ Equity - Unaudited

(dollars in thousands, except per share data)

   

For the Three Months Ended March 31, 2018

 
   

Shares of Common Stock Issued

   

Common

Stock

   

Paid-in Capital

   

Treasury

Stock

   

Accumulated Other Comprehensive Loss

   

Retained

Earnings

   

Noncontrolling

Interest

   

Total Shareholders' Equity

 
                                                                 

Balance December 31, 2017

    24,360,049     $ 24,360     $ 371,486     $ (68,179 )   $ (4,414 )   $ 205,549     $ (683 )   $ 528,119  

Net income attributable to Bryn Mawr Bank Corporation

    -       -       -       -       -       15,286       -       15,286  

Net loss attributable to noncontrolling interest

    -       -       -       -       -       -       (1 )     (1 )

Dividends declared, $0.22 per share

    -       -       -       -       -       (4,495 )     -       (4,495 )

Other comprehensive loss, net of tax expense of $1,396

    -       -       -       -       (5,250 )     -       -       (5,250 )

Stock based compensation

    -       -       620       -       -       -       -       620  

Net purchase of treasury stock from stock awards for statutory tax withholdings

    -       -       -       (626 )     -       -       -       (626 )

Net sale of treasury stock for deferred compensation trusts

    -       -       153       18       -       -       -       171  

Repurchase of warrants from U.S. Treasury

    -       -       (1,853 )     -       -       98       -       (1,755 )

Common stock issued:

                                                               

Common stock issued through share-based awards and options exercises

    78,709       79       913       -       -       -       -       992  
                                                                 

Balance March 31, 2018

    24,438,758     $ 24,439     $ 371,319     $ (68,787 )   $ (9,664 )   $ 216,438     $ (684 )   $ 533,061  

 

The accompanying notes are an integral part of the Unaudited Consolidated Financial Statements.

 

Page 7

 

 BRYN MAWR BANK CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

 

 

Note 1 - Basis of Presentation

 

The Unaudited Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). In the opinion of Bryn Mawr Bank Corporation’s (the “Corporation”) management, all adjustments necessary for a fair presentation of the consolidated financial position and the results of operations for the interim periods presented have been included. These Unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto in the Corporation’s Annual Report on Form 10-K for the twelve months ended December 31, 2017 (the “2017 Annual Report”).

 

The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the full year.

 

Principles of Consolidation

 

The Unaudited Consolidated Financial Statements include the accounts of the Corporation and its wholly owned subsidiaries; the Corporation’s primary subsidiary is the Bank. In connection with the RBPI Merger (defined in Note 3 – Business Combinations below), the Corporation acquired two Delaware trusts, Royal Bancshares Capital Trust I and Royal Bancshares Capital Trust II. These two entities are not consolidated per requirements under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, “Consolidation” (“ASC Topic 810”). All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts have been reclassified to conform to the current-year presentation.

 

 

Note 2 - Recent Accounting Pronouncements

 

The following Financial Accounting Standards Board ("FASB") Accounting Standards Updates ("ASUs") are divided into pronouncements which have been adopted by the Corporation since January 1, 2018, and those which are not yet effective and have been evaluated or are currently being evaluated by management as of March 31, 2018.

 

Adopted Pronouncements:

 

FASB ASU 2014-09 (Topic 606), “Revenue from Contracts with Customers”

 

The Corporation adopted ASU 2014-09 Revenue from Contracts with Customers and all subsequent amendments to the ASU (collectively, “ASC 606”), which (i) creates a single framework for recognizing revenue from contracts with customers that fall within its scope and (ii) revises when it is appropriate to recognize a gain (loss) from the transfer of nonfinancial assets, such as other real estate owned (“OREO”). The majority of the Corporation’s revenues come from interest income and other sources, including loans, leases, investment securities and derivatives, that are outside the scope of ASC 606. The Corporation’s services that fall within the scope of ASC 606 are presented within noninterest income and are recognized as revenue as the Corporation satisfies its obligation to the customer. Services within the scope of ASC 606 include service charges on deposits, interchange income, wealth management fees, investment brokerage fees, and the net gain on sale of OREO. Refer to Note 17 Revenue from Contracts with Customers for further discussion on the Corporation’s accounting policies for revenue sources within the scope of ASC 606. The adoption of this ASU did not have an impact to our Consolidated Financial Statements.

 

FASB ASU 2017-01 (Topic 805), “Business Combinations”

 

The Corporation adopted ASU 2017-01, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The adoption of this ASU did not have a material impact on our Consolidated Financial Statements and related disclosures.

 

FASB ASU 2016-15 (Topic 320), “Classification of Certain Cash Receipts and Cash Payments”

 

The Corporation adopted ASU 2016-15, which provides guidance on eight specific cash flow issues and their disclosure in the consolidated statements of cash flows. The issues addressed include debt prepayment, settlement of zero-coupon debt, contingent consideration in business combinations, proceeds from settlement of insurance claims, proceeds from settlement of BOLI, distributions received from equity method investees, beneficial interests in securitization transactions, and separately identifiable cash flows and application of the predominance principle. The adoption of this ASU did not have a material impact on our Consolidated Financial Statements and related disclosures.

 

 

FASB ASU 2016-01 (Subtopic 825-10), “Financial Instruments – Overall, Recognition and Measurement of Financial Assets and Financial Liabilities”

 

The Corporation adopted ASU 2016-01 which requires that equity investments be measured at fair value with changes in fair value recognized in net income. The Corporation’s equity investments with a readily determinable fair value are currently included within trading securities and are measured at fair value with changes in fair value recognized in net income. In connection with the adoption of this ASU, the Corporation elected the practicability exception to fair value measurement for investments in equity securities without a readily determinable fair value (other than our FHLB, FRB, and Atlantic Central Bankers Bank stock, which are outside of the scope of this ASU). Under the practicability exception, the investments are measured at cost, less impairment, plus or minus observable price changes (in orderly transactions) of an identical or similar investment of the same issuer. The adoption of this ASU did not have a material impact on our Consolidated Financial Statements.

 

FASB ASU 2017-07Compensation Retirement Benefits (Topic 715): “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”

 

On January 1, 2018, the Corporation adopted ASU 2017-07 and all subsequent amendments to the ASU, which requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. If a separate line item or items are used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. The amendments in this update also allow only the service cost component to be eligible for capitalization when applicable (for example, as a cost of internally manufactured inventory or a self-constructed asset).

 

Upon adoption, the components of net periodic benefit cost other than the service cost component were reclassified retrospectively from “Employee benefits” to “Other operating expenses” in the Consolidated Statements of Income. Since both “Employee benefits” and “Other operating expenses” line items of these income statement line items are within “Non-interest expenses”, there was no impact to total “Non-interest expenses” or “Net income.” The components of net periodic benefit cost are currently disclosed in Note 17 – “Pension and Postretirement Benefit Plans” in the Notes to Consolidated Financial Statements found in our 2017 Annual Report. Additionally, the Corporation does not currently capitalize any components of its net periodic benefit costs. The adoption of this ASU did not have a material impact on our Consolidated Financial Statements and related disclosures.

 

Pronouncements Not Yet Effective:

 

FASB ASU 2017-04 (Topic 350), “Intangibles – Goodwill and Others”

 

Issued in January 2017, ASU 2017-04 simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 is effective for annual periods beginning after December 15, 2019 including interim periods within those periods. Management does not expect the adoption of this ASU to have a material impact on our Consolidated Financial Statements and related disclosures.

 

FASB ASU 2016-13 (Topic 326), “Measurement of Credit Losses on Financial Instruments”

 

Issued in June 2016, ASU 2016-13 significantly changes how companies measure and recognize credit impairment for many financial assets. The new current expected credit loss (“CECL”) model will require companies to immediately recognize an estimate of credit losses expected to occur over the remaining life of the financial assets that are in the scope of the standard. The ASU also makes targeted amendments to the current impairment model for available-for-sale debt securities. ASU 2016-13 is effective for the annual and interim periods in fiscal years beginning after December 15, 2019, with early adoption permitted. Adoption of this new guidance can be applied only on a prospective basis as a cumulative-effect adjustment to retained earnings.

 

It is expected that the new model will include different assumptions used in calculating credit losses, such as estimating losses over the estimated life of a financial asset, and will consider expected future changes in macroeconomic conditions. The adoption of this ASU may result in an increase to the Corporation’s allowance for credit losses, which will depend upon the nature and characteristics of the Corporation 's portfolio at the adoption date, as well as the macroeconomic conditions and forecasts at the adoption date. The Corporation has engaged the services of a third-party consultant as well as invested in software designed to assist management in the development and implementation of the new CECL model. Management is currently in the process of validating historical data uploaded within the third-party software to replicate the current ALLL model. The adoption of this ASU will also require the addition of an allowance for held-to-maturity debt securities. The Corporation currently does not intend to early adopt this new guidance.

 

 

FASB ASU 2016-02 (Topic 842), “Leases”

 

Issued in February 2016, ASU 2016-02 revises the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. ASU 2016-02 is effective for the first interim period within annual periods beginning after December 15, 2018, with early adoption permitted. The standard is required to be adopted using the modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Management has begun to inventory the Corporation’s various leases and is currently computing the lease liability and a right-of-use asset for all leases. Management is aware that the adoption of this ASU will impact the Corporation’s balance sheet for the recording of assets and liabilities for operating leases. Any additional assets recorded as a result of implementation will have a negative impact on the Corporation and Bank capital ratios under current regulatory guidance.

 

 

Note 3 - Business Combinations

 

Royal Bancshares of Pennsylvania, Inc.

 

On December 15, 2017, the previously announced merger of Royal Bancshares of Pennsylvania, Inc. (“RBPI”) with and into the Corporation (the “RBPI Merger”), and the merger of Royal Bank America with and into the Bank, as contemplated by the Agreement and Plan of Merger, by and between RBPI and the Corporation, dated as of January 30, 2017 (the “Agreement”) were completed. In accordance with the Agreement, the aggregate share consideration paid to RBPI shareholders consisted of 3,098,754 shares of the Corporation’s common stock. Shareholders of RBPI received 0.1025 shares of Corporation common stock for each share of RBPI Class A common stock and 0.1179 shares of Corporation common stock for each share of RBPI Class B common stock owned as of the effective date of the RBPI Merger, with cash-in-lieu of fractional shares totaling $7 thousand. Holders of in-the-money options to purchase RBPI Class A common stock received cash totaling $112 thousand. In addition, 1,368,040 warrants to purchase Class A common stock of RBPI, valued at $1.9 million, were converted to 140,224 warrants to purchase Corporation common stock. In accordance with the acquisition method of accounting, assets acquired and liabilities assumed were preliminarily adjusted to their fair values as of the date of the RBPI Merger. The excess of consideration paid above the fair value of net assets acquired was recorded as goodwill. This goodwill is not amortizable nor is it deductible for income tax purposes.

 

In connection with the RBPI Merger, the consideration paid and the estimated fair value of identifiable assets acquired and liabilities assumed as of the date of the RBPI Merger, which include the effects of any measurement period adjustments in accordance with ASC 805-10, are summarized in the following table:

 

(dollars in thousands)

       

Consideration paid:

       

Common shares issued (3,098,754)

  $ 136,655  

Cash in lieu of fractional shares

    7  

Cash-out of certain options

    112  

Fair value of warrants assumed

    1,853  

Value of consideration

  $ 138,627  
         

Assets acquired:

       

Cash and due from banks

  $ 17,092  

Investment securities available for sale

    121,587  

Loans

    567,308  

Premises and equipment

    8,264  

Deferred income taxes

    34,380  

Bank-owned life insurance

    16,550  

Core deposit intangible

    4,670  

Favorable lease asset

    566  

Other assets

    13,996  

Total assets

  $ 784,413  
         

Liabilities assumed:

       

Deposits

  $ 593,172  

FHLB and other long-term borrowings

    59,568  

Short-term borrowings

    15,000  

Junior subordinated debentures

    21,416  

Unfavorable lease liability

    322  

Other liabilities

    31,381  

Total liabilities

  $ 720,859  
         

Net assets acquired

  $ 63,554  
         

Goodwill resulting from acquisition of RBPI

  $ 75,073  

 

 

Provisional Estimates of Fair Value of Certain Assets Acquired in the RBPI Merger

 

As of March 31, 2018, the accounting for the estimates of fair value for certain loans acquired in the RBPI Merger is incomplete. The Corporation is in the process of obtaining new information that will allow management to better estimate fair values that existed as of December 15, 2017. When this information is obtained, management anticipates an adjustment to the provisional fair value assigned to certain acquired loans. These adjustments will result in corresponding adjustments to goodwill and net deferred tax asset. In accordance with ASC 805-10, the adjustments will be recorded in the period in which the new information about facts and circumstances that existed as of the acquisition date is obtained and reviewed.

 

During the three months ended March 31, 2018, the Corporation adjusted certain provisional fair value estimates related to the RBPI Merger. The following table details the changes in fair value of the net assets acquired and liabilities assumed as of December 15, 2017 from the amounts originally reported in the Corporation’s Form 10-K for the year ended December 31, 2017:

 

(dollars in thousands)

       

Goodwill resulting from the acquisition of RBPI reported as of December 31, 2017

  $ 72,762  
         

Fair Value Adjustments:

       

Loans

    3,065  

Other assets

    491  

Deferred income taxes

    (1,245

)

Total Fair Value Adjustments

    2,311  
         

Goodwill from the acquisition of RBPI as of March 31, 2018

  $ 75,073  

 

Methods Used to Fair Value Assets and Liabilities

 

For information regarding the valuation methodologies used to estimate the fair values of major categories of assets acquired and liabilities assumed, refer to Note 2 in the Notes to Consolidated Financial Statements in our 2017 Annual Report.

 

Loans held for investment

 

During the three months ended March 31, 2018, new information became available related to certain loans acquired from RBPI. This new information resulted in an adjustment to the fair value mark applied to the acquired loan portfolio. Adjustments were made to the fair value of loans acquired with evidence of credit quality deterioration. Loans meeting this definition were reviewed by comparing the contractual cash flows to expected collectible cash flows. The aggregate expected cash flows less the acquisition date fair value results in an accretable yield amount. The accretable yield amount will be recognized over the life of the loans or over the recovery period of the underlying collateral on a level yield basis as an adjustment to yield. As a result of the adjustments, the Corporation recorded a $3.0 million increase in nonaccretable difference. The adjustment to the aggregate expected cash flows less the acquisition date fair value resulted in an increase in accretable yield of $207 thousand.

 

The following table provides an updated summary of the acquired impaired loans and leases as of December 15, 2017, which include the effects of any measurement period adjustments in accordance with ASC 805-10, resulting from the RBPI Merger:

 

(dollars in thousands)

       

Contractually required principal and interest payments

  $ 38,404  

Contractual cash flows not expected to be collected (nonaccretable difference)

    (16,025

)

Cash flows expected to be collected

    22,379  

Interest component of expected cash flows (accretable yield)

    (2,526

)

Fair value of loans acquired with deterioration of credit quality

  $ 19,853  

 

 

Harry R. Hirshorn & Company, Inc., d/b/a Hirshorn Boothby (“Hirshorn”)

 

The acquisition of Hirshorn, an insurance agency headquartered in the Chestnut Hill section of Philadelphia, was completed on May 24, 2017. Immediately after the acquisition, Hirshorn was merged into the Bank’s existing insurance subsidiary, BMT Insurance Advisors, Inc., formerly known as Powers Craft Parker and Beard, Inc (“PCPB”). The consideration paid by the Bank was $7.5 million, of which $5.8 million was paid at closing, with three contingent cash payments, not to exceed $575 thousand each, to be payable on each of May 24, 2018, May 24, 2019, and May 24, 2020, subject to the attainment of certain targets during the related periods. The acquisition enhanced the Bank’s ability to offer comprehensive insurance solutions to both individual and business clients and continues the strategy of selectively establishing specialty offices in targeted areas.

 

In connection with the Hirshorn acquisition, the following table details the consideration paid, the initial estimated fair value of identifiable assets acquired and liabilities assumed as of the date of acquisition and the resulting goodwill recorded:

 

(dollars in thousands)

       

Consideration paid:

       

Cash paid at closing

  $ 5,770  

Contingent payment liability (present value)

    1,690  

Value of consideration

    7,460  
         

Assets acquired:

       

Cash operating accounts

    978  

Intangible assets – trade name

    195  

Intangible assets – customer relationships

    2,672  

Intangible assets – non-competition agreements

    41  

Premises and equipment

    1,795  

Accounts receivable

    192  

Other assets

    27  

Total assets

    5,900  
         

Liabilities assumed:

       

Accounts payable

    800  

Other liabilities

    2  

Total liabilities

    802  
         

Net assets acquired

    5,098  
         

Goodwill resulting from acquisition of Hirshorn

  $ 2,362  

 

As of December 31, 2017, the estimates of the fair value of identifiable assets acquired and liabilities assumed in the Hirshorn acquisition were final.

 

Pro Forma Income Statements (unaudited)

 

The following table presents the pro forma income statement of the combined institution (RBPI and the Corporation) for the three months ended March 31, 2017 as if the RBPI Merger had occurred on January 1, 2017. The pro forma income statement adjustments are limited to the effects of purchase accounting fair value mark amortization and accretion and intangible asset amortization. No cost savings or additional merger expenses have been included in the pro forma income statement. Due to the immaterial contribution to net income of the Hirshorn acquisition, which occurred during the year shown in the table, the pro forma effects of the Hirshorn acquisition have been excluded.

 

 

(dollars in thousands)

 

Three Months Ended

March 31, 2017

 

Total interest income

  $ 41,227  

Total interest expense

    4,562  

Net interest income

    36,665  

Provision for loan and lease losses

    588  

Net interest income after provision for loan and lease losses

    36,077  

Total non-interest income

    13,738  

Total non-interest expenses*

    32,295  

Income before income taxes

    17,520  

Income tax expense

    5,936  

Net income

  $ 11,584  

Per share data**:

       

Weighted-average basic shares outstanding

    20,052,886  

Dilutive shares

    256,176  

Adjusted weighted-average diluted shares

    20,309,062  

Basic earnings per common share

  $ 0.58  

Diluted earnings per common share

  $ 0.57  

 

* Total non-interest expense includes RBPI Net Income Attributable to Noncontrolling Interest and Preferred Stock Series A Accumulated Dividend and Accretion for pro forma presentation.

 

** Assumes that the shares of RBPI common stock outstanding as of December 31, 2017 were outstanding for the full three month period ended March 31, 2017.

 

Due Diligence, Merger-Related and Merger Integration Expenses

 

Due diligence, merger-related and merger integration expenses include consultant costs, investment banker fees, contract breakage fees, retention bonuses for severed employees, salary and wages for redundant staffing involved in the integration of the institutions and bonus accruals for members of the merger integration team. The following table details the costs identified and classified as due diligence, merger-related and merger integration costs for the periods indicated:

 

   

Three Months Ended March 31,

 

(dollars in thousands)

 

2018

   

2017(1)

 

Advertising

  $ 59     $  

Employee Benefits

    203        

Occupancy and bank premises

    1,856        

Furniture, fixtures, and equipment

    179        

Information technology

    112        

Professional fees

    747       396  

Salaries and wages

    346       80  

Other

    817       35  

Total due diligence, merger-related and merger integration expenses

  $ 4,319     $ 511  

 

(1) Total due diligence, merger-related and merger integration expenses for the three months ended March 31, 2017 were primarily related to the acquisition of Hirshorn.

 

 

 

Note 4 - Investment Securities

 

The amortized cost and fair value of investment securities available for sale as of March 31, 2018 and December 31, 2017 are as follows:

 

As of March 31, 2018

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

 

Fair Value

 

U.S. Treasury securities

  $ 100     $     $     $ 100  

Obligations of the U.S. government and agencies

    178,863       34       (3,790

)

    175,107  

Obligations of state and political subdivisions

    19,992       8       (83

)

    19,917  

Mortgage-backed securities

    309,071       511       (5,680

)

    303,902  

Collateralized mortgage obligations

    35,302       2       (1,324

)

    33,980  

Other investment securities

    1,100             (3

)

    1,097  

Total

  $ 544,428     $ 555     $ (10,880

)

  $ 534,103  

 

As of December 31, 2017

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

 

Fair Value

 

U.S. Treasury securities

  $ 200,077     $ 11     $     $ 200,088  

Obligations of the U.S. government and agencies

    153,028       75       (2,059

)

    151,044  

Obligations of state and political subdivisions

    21,352       11       (53

)

    21,310  

Mortgage-backed securities

    275,958       887       (1,855

)

    274,990  

Collateralized mortgage obligations

    37,596       14       (948

)

    36,662  

Other investment securities

    4,813       318       (23

)

    5,108  

Total

  $ 692,824     $ 1,316     $ (4,938

)

  $ 689,202  

 

The following tables present the aggregate amount of gross unrealized losses as of March 31, 2018 and December 31, 2017 on available for sale investment securities classified according to the amount of time those securities have been in a continuous unrealized loss position:

 

As of March 31, 2018

   

Less than 12
Months

   

12 Months
or Longer

   

Total

 

(dollars in thousands)

 

Fair
Value

   

Unrealized Losses

   

Fair
Value

   

Unrealized Losses

   

Fair
Value

   

Unrealized Losses

 

Obligations of the U.S. government and agencies

  $ 128,699     $ (2,688

)

  $ 26,389     $ (1,102

)

  $ 155,088     $ (3,790

)

Obligations of state and political subdivisions

    9,758       (26

)

    2,122       (57

)

    11,880       (83

)

Mortgage-backed securities

    236,886       (4,620

)

    29,840       (1,060

)

    266,726       (5,680

)

Collateralized mortgage obligations

    7,726       (112

)

    25,143       (1,212

)

    32,869       (1,324

)

Other investment securities

    797       (3

)

                797       (3

)

Total

  $ 383,866     $ (7,449

)

  $ 83,494     $ (3,431

)

  $ 467,360     $ (10,880

)

 

As of December 31, 2017

   

Less than 12
Months

   

12 Months
or Longer

   

Total

 

(dollars in thousands)

 

Fair
Value

   

Unrealized Losses

   

Fair
Value

   

Unrealized Losses

   

Fair
Value

   

Unrealized Losses

 

Obligations of the U.S. government and agencies

  $ 114,120     $ (1,294

)

  $ 26,726     $ (765

)

  $ 140,846     $ (2,059

)

Obligations of state and political subdivisions

    11,144       (29

)

    2,709       (24

)

    13,853       (53

)

Mortgage-backed securities

    177,919       (1,293

)

    31,787       (562

)

    209,706       (1,855

)

Collateralized mortgage obligations

    5,166       (47

)

    26,686       (901

)

    31,852       (948

)

Other investment securities

    1,805       (23

)

                1,805       (23

)

Total

  $ 310,154     $ (2,686

)

  $ 87,908     $ (2,252

)

  $ 398,062     $ (4,938

)

 

 

Management evaluates the Corporation’s investment securities that are in an unrealized loss position in order to determine if the decline in fair value is other than temporary. The investment portfolio includes debt securities issued by U.S. government agencies, U.S. government-sponsored agencies, state and local municipalities and other issuers. All fixed income investment securities in the Corporation’s investment portfolio are rated as investment-grade or higher. Factors considered in the evaluation include the current economic climate, the length of time and the extent to which the fair value has been below cost, interest rates and the bond rating of each security. The unrealized losses presented in the tables above are temporary in nature and are primarily related to market interest rates rather than the underlying credit quality of the issuers or collateral. Management does not believe that these unrealized losses are other-than-temporary. Management does not have the intent to sell these securities prior to their maturity or the recovery of their cost bases and believes that it is more likely than not that it will not have to sell these securities prior to their maturity or the recovery of their cost bases.

 

As of March 31, 2018 and December 31, 2017, securities having a fair value of $121.6 million and $126.2 million, respectively, were specifically pledged as collateral for public funds, trust deposits, the FRB discount window program, Federal Home Loan Bank of Pittsburgh (“FHLB”) borrowings and other purposes. The FHLB has a blanket lien on non-pledged, mortgage-related loans and securities as part of the Corporation’s borrowing agreement with the FHLB.

 

The amortized cost and fair value of available for sale investment and mortgage-related securities available for sale as of March 31, 2018 and December 31, 2017, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

   

March 31, 2018

   

December 31, 2017

 

(dollars in thousands)

 

Amortized

Cost

   

Fair

Value

   

Amortized

Cost

   

Fair

Value

 

Investment securities:

                               

Due in one year or less

  $ 11,932     $ 11,922     $ 211,019     $ 211,019  

Due after one year through five years

    149,967       146,773       126,452       124,797  

Due after five years through ten years

    23,413       22,910       23,147       22,804  

Due after ten years

    14,743       14,616       15,439       15,421  

Subtotal

    200,055       196,221       376,057       374,041  

Mortgage-related securities(1)

    344,373       337,882       313,554       311,652  

Mutual funds with no stated maturity

                3,213       3,509  

Total

  $ 544,428     $ 534,103     $ 692,824     $ 689,202  

 

(1) Expected maturities of mortgage-related securities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

The amortized cost and fair value of investment securities held to maturity as of March 31, 2018 and December 31, 2017 are as follows:

 

As of March 31, 2018

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

 

Fair Value

 

Mortgage-backed securities

  $ 7,885     $     $ (256

)

  $ 7,629  

 

As of December 31, 2017

(dollars in thousands)

 

Amortized

Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

 

Fair Value

 

Mortgage-backed securities

  $ 7,932     $ 5     $ (86

)

  $ 7,851  

 

 

The following tables present the aggregate amount of gross unrealized losses as of March 31, 2018 and December 31, 2017 on held to maturity securities classified according to the amount of time those securities have been in a continuous unrealized loss position:

 

As of March 31, 2018

   

Less than 12
Months

   

12 Months
or Longer

   

Total

 

(dollars in thousands)

 

Fair
Value

   

Unrealized

Losses

   

Fair
Value

   

Unrealized

Losses

    Fair
Value
   

Unrealized

Losses

 

Mortgage-backed securities

  $ 4,953     $ (143

)

  $ 2,676     $ (113

)

  $ 7,629     $ (256

)

 

As of December 31, 2017

   

Less than 12
Months

   

12 Months
or Longer

   

Total

 

(dollars in thousands)

 

Fair
Value

   

Unrealized

Losses

   

Fair
Value

   

Unrealized

Losses

   

Fair
Value

   

Unrealized

Losses

 

Mortgage-backed securities

  $ 2,756     $ (25

)

  $ 3,866     $ (61

)

  $ 6,622     $ (86

)

 

The amortized cost and fair value of held to maturity investment securities as of March 31, 2018 and December 31, 2017, by contractual maturity, are shown below:

 

   

March 31, 2018

   

December 31, 2017

 

(dollars in thousands)

 

Amortized

Cost

   

Fair Value

   

Amortized

Cost

   

Fair Value

 

Mortgage-backed securities(1)

  $ 7,885     $ 7,629     $ 7,932     $ 7,851  

 

(1) Expected maturities of mortgage-related securities may differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

As of March 31, 2018 and December 31, 2017, the Corporation’s investment securities held in trading accounts totaled $8.2 million and $4.6 million, respectively, and consisted of deferred compensation trust accounts which are invested in listed mutual funds whose diversification is at the discretion of the deferred compensation plan participants and, as of March 31, 2018, a rabbi trust account established to fund certain unqualified pension obligations. Investment securities held in trading accounts are reported at fair value, with adjustments in fair value reported through income.

 

 

 

Note 5 - Loans and Leases

 

The loan and lease portfolio consists of loans and leases originated by the Corporation, as well as loans acquired in mergers and acquisitions. These mergers and acquisitions include the  December 2017 RBPI Merger, the  January 2015 Continental Bank Holdings, Inc. Merger, the  November 2012 transaction with First Bank of Delaware, and the  July 2010 acquisition of First Keystone Financial, Inc. Certain tables in this footnote are presented with a breakdown between originated and acquired loans and leases.

 

A. The table below details portfolio loans and leases as of the dates indicated:

 

   

March 31, 2018

   

December 31, 2017

 

(dollars in thousands)

 

Originated

   

Acquired

   

Total Loans and

Leases

   

Originated

   

Acquired

   

Total Loans and

Leases

 

Loans held for sale

  $ 5,522     $     $ 5,522     $ 3,794     $     $ 3,794  

Real Estate Loans:

                                               

Commercial mortgage

  $ 1,151,578     $ 389,879     $ 1,541,457     $ 1,122,327     $ 401,050     $ 1,523,377  

Home equity lines and loans

    178,624       32,845       211,469       183,283       34,992       218,275  

Residential mortgage

    360,242       93,413       453,655       360,935       97,951       458,886  

Construction

    135,480       66,688       202,168       128,266       84,188       212,454  

Total real estate loans

  $ 1,825,924     $ 582,825     $ 2,408,749     $ 1,794,811     $ 618,181     $ 2,412,992  

Commercial and industrial

    613,315       113,916       727,231       589,304       130,008       719,312  

Consumer

    45,731       2,692       48,423       35,146       3,007       38,153  

Leases

    79,857       41,535       121,392       68,035       47,366       115,401  

Total portfolio loans and leases

  $ 2,564,827     $ 740,968     $ 3,305,795     $ 2,487,296     $ 798,562     $ 3,285,858  

Total loans and leases

  $ 2,570,349     $ 740,968     $ 3,311,317     $ 2,491,090     $ 798,562     $ 3,289,652  

Loans with fixed rates

  $ 1,081,414     $ 473,855     $ 1,555,269     $ 1,034,542     $ 538,510     $ 1,573,052  

Loans with adjustable or floating rates

    1,488,935       267,113       1,756,048       1,456,548       260,052       1,716,600  

Total loans and leases

  $ 2,570,349     $ 740,968     $ 3,311,317     $ 2,491,090     $ 798,562     $ 3,289,652  

Net deferred loan origination fees included in the above loan table

  $ 1,226     $     $ 1,226     $ 887     $     $ 887  

 

B. Components of the net investment in leases are detailed as follows:

 

   

March 31, 2018

   

December 31, 2017

 

(dollars in thousands)

 

Originated

   

Acquired

   

Total Leases

   

Originated

   

Acquired

   

Total Leases

 

Minimum lease payments receivable

  $ 88,752     $ 47,549     $ 136,301     $ 75,592     $ 55,219     $ 130,811  

Unearned lease income

    (12,523

)

    (7,336

)

    (19,859

)

    (10,338

)

    (9,523

)

    (19,861

)

Initial direct costs and deferred fees

    3,628       1,322       4,950       2,781       1,670       4,451  

Total Leases

  $ 79,857     $ 41,535     $ 121,392     $ 68,035     $ 47,366     $ 115,401  

 

C. Non-Performing Loans and Leases(1)

 

   

March 31, 2018

   

December 31, 2017

 

(dollars in thousands)

 

Originated

   

Acquired

   

Total Loans and Leases

   

Originated

   

Acquired

   

Total Loans and Leases

 

Commercial mortgage

  $ 89     $ 49     $ 138     $ 90     $ 782     $ 872  

Home equity lines and loans

    1,693       256       1,949       1,221       260       1,481  

Residential mortgage

    1,491       1,113       2,604       1,505       2,912       4,417  

Commercial and industrial

    1,926       573       2,499       826       880       1,706  

Leases

    189       154       343       103             103  

Total non-performing loans and leases

  $ 5,388       2,145     $ 7,533     $ 3,745     $ 4,834     $ 8,579  

 

(1) Purchased credit-impaired loans, which have been recorded at their fair values at acquisition, and which are performing, are excluded from this table, with the exception of $107 thousand and $167 thousand of purchased credit-impaired loans as of March 31, 2018 and December 31, 2017, respectively, which became non-performing subsequent to acquisition.

 

 

D. Purchased Credit-Impaired Loans

 

The outstanding principal balance and related carrying amount of purchased credit-impaired loans, for which the Corporation applies ASC 310-30, Accounting for Purchased Loans with Deteriorated Credit Quality, to account for the interest earned, as of the dates indicated, are as follows:

 

 

(dollars in thousands)

 

March 31, 2018

   

December 31, 2017

 

Outstanding principal balance

  $ 48,720     $ 46,543  

Carrying amount(1)

  $ 33,228     $ 30,849  

 

(1) Includes $109 thousand and $173 thousand of purchased credit-impaired loans as of March 31, 2018 and December 31, 2017, respectively, for which the Corporation could not estimate the timing or amount of expected cash flows to be collected at acquisition, and for which no accretable yield is recognized. Additionally, the table above includes $107 thousand and $167 thousand of purchased credit-impaired loans as of March 31, 2018 and December 31, 2017, respectively, which became non-performing subsequent to acquisition, which are disclosed in Note 5C, above, and which also have no accretable yield.

 

 

The following table presents changes in the accretable discount on purchased credit-impaired loans, for which the Corporation applies ASC 310-30, for the three months ended March 31, 2018:

 

(dollars in thousands)

 

Accretable
Discount

 

Balance, December 31, 2017

  $ 4,083  

Accretion

    (685

)

Reclassifications from nonaccretable difference

    5  

Additions/adjustments

    212  

Disposals

     

Balance, March 31, 2018

  $ 3,615  

 

 

E. Age Analysis of Past Due Loans and Leases

 

The following tables present an aging of all portfolio loans and leases as of the dates indicated:

 

   

Accruing Loans and Leases

                 

As of March 31, 2018

(dollars in thousands)

 

30 – 59

Days
Past Due

   

60 – 89

Days
Past Due

   

Over 89

Days
Past Due

   

Total Past

Due

   

Current*

   

Total Accruing

Loans and Leases

   

Nonaccrual

Loans and Leases

   

Total

Loans and Leases

 

Commercial mortgage

  $ 533     $ 391     $     $ 924     $ 1,540,395     $ 1,541,319     $ 138     $ 1,541,457  

Home equity lines and loans

    150                   150       209,370       209,520       1,949       211,469  

Residential mortgage

    1,119                   1,119       449,932       451,051       2,604       453,655  

Construction

    333                   333       201,835       202,168             202,168  

Commercial and industrial

    499                   499       724,233       724,732       2,499       727,231  

Consumer

                            48,423       48,423             48,423  

Leases

    2,640       881             3,521       117,528       121,049       343       121,392  

Total portfolio loans and leases

  $ 5,274     $ 1,272     $     $ 6,546     $ 3,291,716     $ 3,298,262     $ 7,533     $ 3,305,795  

 

 

   

Accruing Loans and Leases

                 

As of December 31, 2017

(dollars in thousands)

 

30 – 59

Days
Past Due

   

60 – 89

Days
Past Due

   

Over 89

Days
Past Due

   

Total

Past Due

   

Current*

   

Total Accruing

Loans and Leases

   

Nonaccrual

Loans and Leases

   

Total

Loans and Leases

 

Commercial mortgage

  $ 1,366     $ 2,428     $     $ 3,794     $ 1,518,711     $ 1,522,505     $ 872     $ 1,523,377  

Home equity lines and loans

    338       10             348       216,446       216,794       1,481       218,275  

Residential mortgage

    1,386       79             1,465       453,004       454,469       4,417       458,886  

Construction

                            212,454       212,454             212,454  

Commercial and industrial

    658       286             944       716,662       717,606       1,706       719,312  

Consumer

    1,106                   1,106       37,047       38,153             38,153  

Leases

    125       177             302       114,996       115,298       103       115,401  

Total portfolio loans and leases

  $ 4,979     $ 2,980     $     $ 7,959     $ 3,269,320     $ 3,277,279     $ 8,579     $ 3,285,858  

 

*Included as “current” are $1.8 million and $4.1 million of loans and leases as of March 31, 2018 and December 31, 2017, respectively, which are classified as administratively delinquent. An administratively delinquent loan is one which has been approved for a renewal or extension but has not had all the required documents fully executed as of the reporting date. The Corporation does not consider these loans to be delinquent.

 

 

The following tables present an aging of originated portfolio loans and leases as of the dates indicated:

 

   

Accruing Loans and Leases

                 

As of March 31, 2018

(dollars in thousands)

 

30 – 59

Days
Past Due

   

60 – 89

Days
Past Due

   

Over 89

Days
Past Due

   

Total Past

Due

   

Current*

   

Total Accruing

Loans and Leases

   

Nonaccrual

Loans and Leases

   

Total

Loans and Leases

 

Commercial mortgage

  $ 425     $ 391     $     $ 816     $ 1,150,673     $ 1,151,489     $ 89     $ 1,151,578  

Home equity lines and loans

    150                   150       176,781       176,931       1,693       178,624  

Residential mortgage

    647                   647       358,104       358,751       1,491       360,242  

Construction

                            135,480       135,480             135,480  

Commercial and industrial

    99                   99       611,290       611,389       1,926       613,315  

Consumer

                            45,731       45,731             45,731  

Leases

    788       503             1,291       78,377       79,668       189       79,857  

Total originated portfolio loans and leases

  $ 2,109     $ 894     $     $ 3,003     $ 2,556,436     $ 2,559,439     $ 5,388     $ 2,564,827  

 

   

Accruing Loans and Leases

                 

As of December 31, 2017

(dollars in thousands)

 

30 – 59

Days
Past Due

   

60 – 89

Days
Past Due

   

Over 89

Days
Past Due

   

Total Past

Due

   

Current*

   

Total Accruing

Loans and Leases

   

Nonaccrual

Loans and Leases

   

Total

Loans and Leases

 

Commercial mortgage

  $ 1,255     $ 81     $     $ 1,336     $ 1,120,901     $ 1,122,237     $ 90     $ 1,122,327  

Home equity lines and loans

    26                   26       182,036       182,062       1,221       183,283  

Residential mortgage

    721                   721       358,709       359,430       1,505       360,935  

Construction

                            128,266       128,266             128,266  

Commercial and industrial

    439       236             675       587,803       588,478       826       589,304  

Consumer

    21                   21       35,125       35,146             35,146  

Leases

    125       177             302       67,630       67,932       103       68,035  

Total originated portfolio loans and leases

  $ 2,587     $ 494     $     $ 3,081     $ 2,480,470     $ 2,483,551     $ 3,745     $ 2,487,296  

 

*Included as “current” are $1.8 million and $4.0 million of loans and leases as of March 31, 2018 and December 31, 2017, respectively, which are classified as administratively delinquent. An administratively delinquent loan is one which has been approved for a renewal or extension but has not had all the required documents fully executed as of the reporting date. The Corporation does not consider these loans to be delinquent.

 

 

The following tables present an aging of acquired portfolio loans and leases as of the dates indicated:

 

   

Accruing Loans and Leases

                 

As of March 31, 2018

(dollars in thousands)

 

30 – 59

Days
Past Due

   

60 – 89

Days
Past Due

   

Over 89

Days
Past Due

   

Total Past

Due

   

Current*

   

Total Accruing

Loans and Leases

   

Nonaccrual

Loans and Leases

   

Total

Loans and Leases

 

Commercial mortgage

  $ 108     $     $     $ 108     $ 389,722     $ 389,830     $ 49     $ 389,879  

Home equity lines and loans

                            32,589       32,589       256       32,845  

Residential mortgage

    472                   472       91,828       92,300       1,113       93,413  

Construction

    333                   333       66,355       66,688             66,688  

Commercial and industrial

    400                   400       112,943       113,343       573       113,916  

Consumer

                            2,692       2,692             2,692  

Leases

    1,852       378             2,230       39,151       41,381       154       41,535  

Total acquired portfolio loans and leases

  $ 3,165     $ 378     $     $ 3,543     $ 735,280     $ 738,823     $ 2,145     $ 740,968  

 

   

Accruing Loans and Leases

                 

As of December 31, 2017

(dollars in thousands)

 

30 – 59

Days
Past Due

   

60 – 89

Days
Past Due

   

Over 89

Days
Past Due

   

Total Past

Due

   

Current*

   

Total Accruing

Loans and Leases

   

Nonaccrual

Loans and Leases

   

Total

Loans and Leases

 

Commercial mortgage

  $ 111     $ 2,347     $     $ 2,458     $ 397,810     $ 400,268     $ 782     $ 401,050  

Home equity lines and loans

    312       10             322       34,410       34,732       260       34,992  

Residential mortgage

    665       79             744       94,295       95,039       2,912       97,951  

Construction

                            84,188       84,188             84,188  

Commercial and industrial

    219       50             269       128,859       129,128       880       130,008  

Consumer

    1,085                   1,085       1,922       3,007             3,007  

Leases

                            47,366       47,366             47,366  

Total acquired portfolio loans and leases

  $ 2,392     $ 2,486     $     $ 4,878     $ 788,850     $ 793,728     $ 4,834     $ 798,562  

 

*Included as “current” are $0 and $102 thousand of loans and leases as of March 31, 2018 and December 31, 2017, respectively, which are classified as administratively delinquent. An administratively delinquent loan is one which has been approved for a renewal or extension but has not had all the required documents fully executed as of the reporting date. The Corporation does not consider these loans to be delinquent.

 

 

F. Allowance for Loan and Lease Losses (the “Allowance”)

 

The following tables detail the roll-forward of the Allowance for the three months ended March 31, 2018 and 2017:

 

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Unallocated

   

Total

 

Balance, December 31, 2017

  $ 7,550     $ 1,086     $ 1,926     $ 937     $ 5,038     $ 246     $ 742     $     $ 17,525  

Charge-offs

          (25

)

                (283

)

    (49

)

    (596

)

          (953

)

Recoveries

    3                   1             1       55             60  

Provision for loan and lease losses

    (379

)

    (16

)

    (28

)

    (94

)

    606       93       848             1,030  

Balance, March 31, 2018

  $ 7,174     $ 1,045     $ 1,898     $ 844     $ 5,361     $ 291     $ 1,049     $     $ 17,662  

 

 

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Unallocated

   

Total

 

Balance, December 31, 2016

  $ 6,227     $ 1,255     $ 1,917     $ 2,233     $ 5,142     $ 153     $ 559     $     $ 17,486  

Charge-offs

          (438

)

    (27

)

          (59

)

    (41

)

    (206

)

          (771

)

Recoveries

    3                   1             2       95             101  

Provision for loan and lease losses

    180       426       (92

)

    (39

)

    (336

)

    21       131             291  

Balance, March 31, 2017

  $ 6,410     $ 1,243     $ 1,798     $ 2,195     $ 4,747     $ 135     $ 579     $     $ 17,107  

 

 

The following tables detail the allocation of the Allowance for all portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of March 31, 2018 and December 31, 2017:

 

As of March 31, 2018

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Unallocated

   

Total

 

Allowance on loans and leases:

                                                                       

Individually evaluated for impairment

  $     $ 19     $ 224     $     $ 41     $ 4     $     $     $ 288  

Collectively evaluated for impairment

    7,174       1,026       1,674       844       5,320       287       1,049             17,374  

Purchased credit-impaired(1)

                                                     

Total

  $ 7,174     $ 1,045     $ 1,898     $ 844     $ 5,361     $ 291     $ 1,049     $     $ 17,662  

 

As of December 31, 2017

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Unallocated

   

Total

 

Allowance on loans and leases:

                                                                       

Individually evaluated for impairment

  $     $ 19     $ 230     $     $ 5     $ 4     $     $     $ 258  

Collectively evaluated for impairment

    7,550       1,067       1,696       937       5,033       242       742             17,267  

Purchased credit-impaired(1)

                                                     

Total

  $ 7,550     $ 1,086     $ 1,926     $ 937     $ 5,038     $ 246     $ 742     $     $ 17,525  

(1) Purchased credit-impaired loans are evaluated for impairment on an individual basis.

 

 

The following tables detail the carrying value for all portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of March 31, 2018 and December 31, 2017:

 

As of March 31, 2018

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial and Industrial

   

Consumer

   

Leases

   

Total

 

Carrying value of loans and leases:

                                                               

Individually evaluated for impairment

  $ 1,394     $ 2,626     $ 5,350     $     $ 2,754     $ 27     $     $ 12,151  

Collectively evaluated for impairment

    1,525,887       208,333       448,305       186,559       721,545       48,396       121,392       3,260,417  

Purchased credit-impaired(1)

    14,176       510             15,609       2,932                   33,227  

Total

  $ 1,541,457     $ 211,469     $ 453,655     $ 202,168     $ 727,231     $ 48,423     $ 121,392     $ 3,305,795  

(1) Purchased credit-impaired loans are evaluated for impairment on an individual basis.

 

 

As of December 31, 2017

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial and Industrial

   

Consumer

   

Leases

   

Total

 

Carrying value of loans and leases:

                                                               

Individually evaluated for impairment

  $ 2,128     $ 2,162     $ 7,726     $     $ 1,897     $ 27     $     $ 13,940  

Collectively evaluated for impairment

    1,503,825       215,604       451,160       204,088       712,865       38,126       115,401       3,241,069  

Purchased credit-impaired(1)

    17,424       509             8,366       4,550                   30,849  

Total

  $ 1,523,377     $ 218,275     $ 458,886     $ 212,454     $ 719,312     $ 38,153     $ 115,401     $ 3,285,858  

 

(1) Purchased credit-impaired loans are evaluated for impairment on an individual basis.

 

 

The following tables detail the allocation of the Allowance for originated portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of March 31, 2018 and December 31, 2017:

 

As of March 31, 2018

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Total

 

Allowance on loans and leases:

                                                               

Individually evaluated for impairment

  $     $ 19     $ 168     $     $ 5     $ 4     $     $ 196  

Collectively evaluated for impairment

    7,174       1,026       1,674       844       5,320       287       1,049       17,374  

Total

  $ 7,174     $ 1,045     $ 1,842     $ 844     $ 5,325     $ 291     $ 1,049     $ 17,570  

 

As of December 31, 2017

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Total

 

Allowance on loans and leases:

                                                               

Individually evaluated for impairment

  $     $ 19     $ 180     $     $ 5     $ 4     $     $ 208  

Collectively evaluated for impairment

    7,550       1,067       1,696       937       5,033       242       742       17,267  

Total

  $ 7,550     $ 1,086     $ 1,876     $ 937     $ 5,038     $ 246     $ 742     $ 17,475  

 

 

The following tables detail the carrying value for originated portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of March 31, 2018 and December 31, 2017:

 

As of March 31, 2018

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Total

 

Carrying value of loans and leases:

                                                               

Individually evaluated for impairment

  $ 1,345     $ 2,370     $ 3,637     $     $ 2,288     $ 27     $     $ 9,667  

Collectively evaluated for impairment

    1,150,233       176,254       356,605       135,480       611,027       45,704       79,857       2,555,160  

Total

  $ 1,151,578     $ 178,624     $ 360,242     $ 135,480     $ 613,315     $ 45,731     $ 79,857     $ 2,564,827  

 

As of December 31, 2017

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Total

 

(dollars in thousands)

                                                               

Carrying value of loans and leases:

                                                               

Individually evaluated for impairment

  $ 1,345     $ 1,902     $ 4,418     $     $ 1,186     $ 27     $     $ 8,878  

Collectively evaluated for impairment

    1,120,982       181,381       356,517       128,266       588,118       35,119       68,035       2,478,418  

Total

  $ 1,122,327     $ 183,283     $ 360,935     $ 128,266     $ 589,304     $ 35,146     $ 68,035     $ 2,487,296  

 

 

The following tables detail the allocation of the Allowance for acquired portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of March 31, 2018 and December 31, 2017:

 

As of March 31, 2018

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Total

 
Allowance on loans and leases:                                                                

Individually evaluated for impairment

  $     $     $ 56     $     $ 36     $     $     $ 92  

Collectively evaluated for impairment

                                               

Purchased credit-impaired(1)

                                               

Total

  $     $     $ 56     $     $ 36     $     $     $ 92  

 

(1) Purchased credit-impaired loans are evaluated for impairment on an individual basis.

 

 

As of December 31, 2017

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Total

 
Allowance on loans and leases:                                                                

Individually evaluated for impairment

  $     $     $ 50     $     $     $     $     $ 50  

Collectively evaluated for impairment

                                               

Purchased credit-impaired(1)

                                               

Total

  $     $     $ 50     $     $     $     $     $ 50  

 

(1) Purchased credit-impaired loans are evaluated for impairment on an individual basis.

 

 

The following tables detail the carrying value for acquired portfolio loans and leases by portfolio segment based on the methodology used to evaluate the loans and leases for impairment as of March 31, 2018 and December 31, 2017:

 

As of March 31, 2018

(dollars in thousands)

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Total

 
Carrying value of loans and leases:                                                                

Individually evaluated for impairment

  $ 49     $ 256     $ 1,713     $     $ 466     $     $     $ 2,484  

Collectively evaluated for impairment

    375,654       32,079       91,700       51,079       110,518       2,692       41,535       705,257  

Purchased credit-impaired(1)

    14,176       510             15,609       2,932                   33,227  

Total

  $ 389,879     $ 32,845     $ 93,413     $ 66,688     $ 113,916     $ 2,692     $ 41,535     $ 740,968  

 

(1) Purchased credit-impaired loans are evaluated for impairment on an individual basis.

 

 

As of December 31, 2017

 

Commercial
Mortgage

   

Home Equity
Lines and
Loans

   

Residential
Mortgage

   

Construction

   

Commercial
and
Industrial

   

Consumer

   

Leases

   

Total

 

(dollars in thousands)

                                                               

Carrying value of loans and leases:

                                                               

Individually evaluated for impairment

  $ 783     $ 260     $ 3,308     $     $ 711     $     $     $ 5,062  

Collectively evaluated for impairment

    382,843       34,223       94,643       75,822       124,747       3,007       47,366       762,651  

Purchased credit-impaired(1)

    17,424       509             8,366       4,550                   30,849  

Total

  $ 401,050     $ 34,992     $ 97,951     $ 84,188     $ 130,008     $ 3,007     $ 47,366     $ 798,562  

 

(1) Purchased credit-impaired loans are evaluated for impairment on an individual basis.

 

 

As part of the process of determining the Allowance for the different segments of the loan and lease portfolio, Management considers certain credit quality indicators. For the commercial mortgage, construction and commercial and industrial loan segments, periodic reviews of the individual loans are performed by both in-house staff as well as external loan reviewers. The result of these reviews is reflected in the risk grade assigned to each loan. These internally assigned grades are as follows:

 

Pass – Loans considered satisfactory with no indications of deterioration.

 

Special mention - Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

 

Substandard - Loans classified as substandard are inadequately protected by the current net worth and payment capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

 

Doubtful - Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

In addition, for the remaining segments of the loan and lease portfolio, which include residential mortgage, home equity lines and loans, consumer, and leases, the credit quality indicator used to determine this component of the Allowance is based on performance status.

 

The following tables detail the carrying value of all portfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of March 31, 2018 and December 31, 2017:

 

Credit Risk Profile by Internally Assigned Grade

 

   

Commercial Mortgage

   

Construction

   

Commercial and Industrial

   

Total

 

(dollars in thousands)

 

March 31,

2018

   

December 31,

2017

   

March 31,

2018

   

December 31,

2017

   

March 31,

2018

   

December 31,

2017

   

March 31,

2018

   

December 31,

2017

 

Pass

  $ 1,502,268     $ 1,490,862     $ 179,047     $ 193,227     $ 717,447     $ 711,145     $ 2,398,762     $ 2,395,234  

Special Mention

    11,403       13,448       2,528       3,902       1,705       889       15,636       18,239  

Substandard

    27,221       18,194       20,593       15,325       7,015       6,013       54,829       39,532  

Doubtful

    565       873                   1,063       1,265       1,628       2,138  

Total

  $ 1,541,457     $ 1,523,377     $ 202,168     $ 212,454     $ 727,230     $ 719,312     $ 2,470,855     $ 2,455,143  

 

 

Credit Risk Profile by Payment Activity

 

   

Residential Mortgage

   

Home Equity Lines

and Loans

   

Consumer

   

Leases

   

Total

 

(dollars in thousands)

 

March

31, 2018

   

December 31, 2017

   

March

31, 2018

   

December

31, 2017

   

March

31, 2018

   

December

31, 2017

   

March

31, 2018

   

December

31, 2017

   

March

31, 2018

   

December

31, 2017

 

Performing

  $ 451,051     $ 454,469     $ 209,520     $ 216,794     $ 48,423     $ 38,153     $ 121,049     $ 115,298     $ 830,043     $ 824,714  

Non-performing

    2,604       4,417       1,949       1,481                   343       103       4,896       6,001  

Total

  $ 453,655     $ 458,886     $ 211,469     $ 218,275     $ 48,423     $ 38,153     $ 121,392     $ 115,401     $ 834,939     $ 830,715  

 

 

The following tables detail the carrying value of originated portfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of March 31, 2018 and December 31, 2017:

 

Credit Risk Profile by Internally Assigned Grade

 

   

Commercial Mortgage

   

Construction

   

Commercial and Industrial

   

Total

 

(dollars in thousands)

 

March 31,

2018

   

December 31,

2017

   

March 31,

2018

   

December 31,

2017

   

March 31,

2018

   

December 31,

2017

   

March 31,

2018

   

December 31,

2017

 

Pass

  $ 1,140,584     $ 1,114,171     $ 131,797     $ 126,260     $ 607,758     $ 586,896     $ 1,880,139     $ 1,827,327  

Special Mention

    994             1,253             1,254       664       3,501       664  

Substandard

    10,000       8,156       2,430       2,006       4,033       1,389       16,463       11,551  

Doubtful

                            270       355       270       355  

Total

  $ 1,151,578     $ 1,122,327     $ 135,480     $ 128,266     $ 613,315     $ 589,304     $ 1,900,373     $ 1,839,897  

 

 

Credit Risk Profile by Payment Activity

 

   

Residential Mortgage

   

Home Equity Lines

and Loans

   

Consumer

   

Leases

   

Total

 

(dollars in thousands)

 

March

31, 2018

   

December

31, 2017

   

March

31, 2018

   

December

31, 2017

   

March

31, 2018

   

December

31, 2017

   

March

31, 2018

   

December

31, 2017

   

March

31, 2018

   

December

31, 2017

 

Performing

  $ 358,751     $ 359,430     $ 176,931     $ 182,062     $ 45,731     $ 35,146     $ 79,668     $ 67,932     $ 661,081     $ 644,570  

Non-performing

    1,491       1,505       1,693       1,221                   189       103       3,373       2,829  

Total

  $ 360,242     $ 360,935     $ 178,624     $ 183,283     $ 45,731     $ 35,146     $ 79,857     $ 68,035     $ 664,454     $ 647,399  

 

 

The following tables detail the carrying value of acquired portfolio loans and leases by portfolio segment based on the credit quality indicators used to determine the Allowance as of March 31, 2018 and December 31, 2017:

 

Credit Risk Profile by Internally Assigned Grade

 

   

Commercial Mortgage

   

Construction

   

Commercial and Industrial

   

Total

 

(dollars in thousands)

 

March 31,

2018

   

December 31,

2017

   

March 31,

2018

   

December 31,

2017

   

March 31,

2018

   

December 31,

2017

   

March 31,

2018

   

December 31,

2017

 

Pass

  $ 361,684     $ 376,691     $ 47,250     $ 66,967     $ 109,690     $ 124,249     $ 518,624     $ 567,907  

Special Mention

    10,409       13,448       1,275       3,902       451       225       12,135       17,575  

Substandard

    17,221       10,038       18,163       13,319       2,982       4,624       38,366       27,981  

Doubtful

    565       873                   793       910       1,358       1,783  

Total

  $ 389,879     $ 401,050     $ 66,688     $ 84,188     $ 113,916     $ 130,008     $ 570,483     $ 615,246  

 

 Credit Risk Profile by Payment Activity

 

   

Residential Mortgage

   

Home Equity Lines

and Loans

   

Consumer

   

Leases

   

Total

 

(dollars in thousands)

 

March

31, 2018

   

December

31, 2017

   

March

31, 2018

   

December

312017

   

March

31, 2018

   

December

31, 2017

   

March

31, 2018

   

December

312017

   

March

31, 2018

   

December

31, 2017

 

Performing

  $ 92,300     $ 95,039     $ 32,589     $ 34,732     $ 2,692     $ 3,007     $ 41,381     $ 47,366     $ 168,962     $ 180,144  

Non-performing

    1,113       2,912       256       260                   154             1,523       3,172  

Total

  $ 93,413     $ 97,951     $ 32,845     $ 34,992     $ 2,692     $ 3,007     $ 41,535     $ 47,366     $ 170,485     $ 183,316  

 

 

G. Troubled Debt Restructurings (“TDRs”)

 

The restructuring of a loan is considered a “troubled debt restructuring” if both of the following conditions are met: (i) the borrower is experiencing financial difficulties, and (ii) the creditor has granted a concession. The most common concessions granted include one or more modifications to the terms of the debt, such as (a) a reduction in the interest rate for the remaining life of the debt, (b) an extension of the maturity date at an interest rate lower than the current market rate for new debt with similar risk, (c) a temporary period of interest-only payments, (d) a reduction in the contractual payment amount for either a short period or remaining term of the loan, and (e) for leases, a reduced lease payment. A less common concession granted is the forgiveness of a portion of the principal.

 

The determination of whether a borrower is experiencing financial difficulties takes into account not only the current financial condition of the borrower, but also the potential financial condition of the borrower, were a concession not granted. Similarly, the determination of whether a concession has been granted is very subjective in nature. For example, simply extending the term of a loan at its original interest rate or even at a higher interest rate could be interpreted as a concession unless the borrower could readily obtain similar credit terms from a different lender.

 

The following table presents the balance of TDRs as of the indicated dates:

 

(dollars in thousands)

 

March 31, 2018

   

December 31, 2017

 

TDRs included in nonperforming loans and leases

  $ 1,125     $ 3,289  

TDRs in compliance with modified terms

    5,235       5,800  

Total TDRs

  $ 6,360     $ 9,089  

 

 

The following table presents information regarding loan and lease modifications categorized as TDRs for the three months ended March 31, 2018:

 

   

For the Three Months Ended March 31, 2018

 

(dollars in thousands)

 

Number of Contracts

   

Pre-Modification Outstanding

Recorded Investment

   

Post-Modification Outstanding

Recorded Investment

 

Commercial and industrial

    1     $ 18     $ 18  

 

 

The following table presents information regarding the types of loan and lease modifications made for the three months ended March 31, 2018:

 

   

Number of Contracts

 
   

Loan Term Extension

   

Interest Rate Change and Term Extension

   

Interest Rate Change and/or Interest-Only Period

   

Contractual

Payment Reduction

(Leases only)

   

Temporary Payment Deferral

 

Commercial and industrial

          1                    

 

During the three months ended March 31, 2018, one home equity line of credit with a principal balance of $25 thousand which had been previously modified to a troubled debt restructuring defaulted and was charged off.

 

 

H. Impaired Loans

 

The following tables detail the recorded investment and principal balance of impaired loans by portfolio segment, their related allowance for loan and lease losses and interest income recognized for the three months ended March 31, 2018 and 2017 (purchased credit-impaired loans are not included in the tables):

 

 

As of or for the Three Months Ended

March 31, 2018

(dollars in thousands)

 

Recorded

Investment**

   

Principal

Balance

   

Related

Allowance

   

Average

Principal Balance

   

Interest Income

Recognized

   

Cash-Basis

Interest Income

Recognized

 

Impaired loans with related allowance:

                                               

Home equity lines and loans

  $ 574     $ 574     $ 19     $ 575     $ 6     $  

Residential mortgage

    1,796       1,796       224       1,801       21        

Commercial and industrial

    54       110       40       97              

Consumer

    27       27       4       27              

Total

  $ 2,451     $ 2,507     $ 287     $ 2,500     $ 27     $  
                                                 

Impaired loans without related allowance*:

                                               

Commercial mortgage

  $ 1,394     $ 1,483     $     $ 1,394     $ 23     $  

Home equity lines and loans

    2,052       2,114             2,094       2        

Residential mortgage

    3,554       3,758             154              

Commercial and industrial

    2,700       3,498             2,872       5        

Total

  $ 9,700     $ 10,853     $     $ 6,514     $ 30     $  

Grand total

  $ 12,151     $ 13,360     $ 287     $ 9,014     $ 57     $  

 

*The table above does not include the recorded investment of $510 thousand of impaired leases without a related allowance for loan and lease losses.

 

**Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal.

 

 

As of or for the Three Months Ended

March 31, 2017

(dollars in thousands)

 

Recorded

Investment**

   

Principal

Balance

   

Related

Allowance

   

Average

Principal Balance

   

Interest Income

Recognized

   

Cash-Basis

Interest Income

Recognized

 

Impaired loans with related allowance:

                                               

Residential mortgage

  $ 620     $ 619     $ 73     $ 621     $ 7     $  

Commercial and industrial

    88       121       11       110       1        

Consumer

    29       29       5       29              

Total

  $ 737     $ 769     $ 89     $ 760     $ 8     $  
                                                 

Impaired loans without related allowance*:

                                               

Commercial mortgage

  $ 1,570     $ 1,570     $     $ 1,573     $ 15     $  

Home equity lines and loans

    1,945       2,806             2,358       2        

Residential mortgage

    6,637       6,623             6,755       53        

Commercial and industrial

    2,357       3,156             2,456       2        

Total

  $ 12,509     $ 14,155     $     $ 13,142     $ 72     $  

Grand total

  $ 13,246     $ 14,924     $ 89     $ 13,902     $ 80     $  

 

*The table above does not include the recorded investment of $232 thousand of impaired leases without a related allowance for loan and lease losses.

 

**Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal.

 

 

(dollars in thousands)

As of December 31, 2017

 

Recorded

Investment (2)

   

Principal

Balance

   

Related

Allowance

 

Impaired loans with related allowance:

                       

Home equity lines and loans

  $ 577       577       19  

Residential mortgage

    2,436     $ 2,435     $ 230  

Commercial and industrial

    18       19       5  

Consumer

    27       27       4  

Total

  $ 3,058     $ 3,058     $ 258  
                         

Impaired loans without related allowance(1):

                       

Home equity lines and loans

  $ 1,585     $ 1,645     $  

Residential mortgage

    5,290       5,529        

Commercial and industrial

    1,879       3,613        

Commercial mortgage

    2,128       2,218        

Total

  $ 10,882     $ 13,005     $  

Grand total

  $ 13,940     $ 16,063     $ 258  

 

(1) 

The table above does not include the recorded investment of $272 thousand of impaired leases without a related Allowance.

(2) 

Recorded investment equals principal balance less partial charge-offs and interest payments on non-performing loans that have been applied to principal.

 

 

I. Loan Mark

 

Loans acquired in mergers and acquisitions are recorded at fair value as of the date of the transaction. This adjustment to the acquired principal amount is referred to as the “Loan Mark”. With the exception of purchased credit impaired loans, for which the Loan Mark is accounted under ASC 310-30, the Loan Mark is amortized or accreted as an adjustment to yield over the lives of the loans.

 

The following tables detail, for acquired loans, the outstanding principal, remaining loan mark, and recorded investment, by portfolio segment, as of the dates indicated:

 

   

As of March 31, 2018

 

(dollars in thousands)

 

Outstanding

Principal

   

Remaining

Loan Mark

   

Recorded

Investment

 

Commercial mortgage

  $ 403,196     $ (13,317 )   $ 389,879  

Home equity lines and loans

    35,697       (2,852 )     32,845  

Residential mortgage

    96,609       (3,196 )     93,413  

Construction

    67,926       (1,238 )     66,688  

Commercial and industrial

    123,250       (9,334 )     113,916  

Consumer

    2,729       (37 )     2,692  

Leases

    43,820       (2,285 )     41,535  

Total

  $ 773,227     $ (32,259 )   $ 740,968  

 

 

   

As of December 31, 2017

 

(dollars in thousands)

 

Outstanding

Principal

   

Remaining

Loan Mark

   

Recorded

Investment

 

Commercial mortgage

  $ 412,263     $ (11,213

)

  $ 401,050  

Home equity lines and loans

    37,944       (2,952

)

    34,992  

Residential mortgage

    101,523       (3,572

)

    97,951  

Construction

    86,081       (1,893

)

    84,188  

Commercial and industrial

    141,960       (11,952

)

    130,008  

Consumer

    3,051       (44

)

    3,007  

Leases

    50,530       (3,164

)

    47,366  

Total

  $ 833,352     $ (34,790

)

  $ 798,562  

 

 

Note 6 - Mortgage Servicing Rights

 

The following table summarizes the Corporation’s activity related to mortgage servicing rights (“MSRs”) for the three months ended March 31, 2018 and 2017:

 

   

Three Months Ended March 31,

 

(dollars in thousands)

 

2018

   

2017

 

Balance, beginning of period

  $ 5,861     $ 5,582  

Additions

    16       276  

Amortization

    (221

)

    (169

)

Recovery / (Impairment)

    50       (3

)

Balance, end of period

  $ 5,706     $ 5,686  

Fair value

  $ 6,791     $ 6,394  

Residential mortgage loans serviced for others

    634,970       638,553  

 

As of March 31, 2018, and December 31, 2017, key economic assumptions and the sensitivity of the current fair value of MSRs to immediate 10 and 20 percent adverse changes in those assumptions are as follows:

 

(dollars in thousands)

 

March 31, 2018

   

December 31, 2017

 

Fair value amount of MSRs

  $ 6,791     $ 6,397  

Weighted average life (in years)

    6.5       6.1  

Prepayment speeds (constant prepayment rate)*

    9.2

%

    10.3

%

Impact on fair value:

               

10% adverse change

  $ (135

)

  $ (194

)

20% adverse change

  $ (288

)

  $ (394

)

Discount rate

    9.55

%

    9.55

%

Impact on fair value:

               

10% adverse change

  $ (249

)

  $ (225

)

20% adverse change

  $ (480

)

  $ (434

)

 

  * Represents the weighted average prepayment rate for the life of the MSR asset.

 

 

At March 31, 2018 and December 31, 2017 the fair value of the MSRs was $6.8 million and $6.4 million, respectively. The fair value of the MSRs for these dates was determined using values obtained from a third party which utilizes a valuation model which calculates the present value of estimated future servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds and discount rates. Mortgage loan prepayment speed is the annual rate at which borrowers are forecasted to repay their mortgage loan principal and is based on historical experience. The discount rate is used to determine the present value of future net servicing income. Another key assumption in the model is the required rate of return the market would expect for an asset with similar risk. These assumptions can, and generally will, change quarterly valuations as market conditions and interest rates change. Management reviews, annually, the process utilized by its independent third-party valuation experts.

 

These assumptions and sensitivities are hypothetical and should be used with caution. As the figures indicate, changes in fair value based on a 10% variation in assumptions generally cannot be extrapolated because the relationship of the change in assumptions to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the MSRs is calculated without changing any other assumption. In reality, changes in one factor may result in changes in another, which could magnify or counteract the sensitivities.

 

 

 

Note 7 - Goodwill and Other Intangibles

 

The following table presents activity in the Corporation's goodwill by its reporting units and finite-lived and indefinite-lived intangible assets, other than MSRs, for the three months ended March 31, 2018:

 

(dollars in thousands)

 

Balance

December 31,

2017

   

Adjustments

   

Amortization

   

Balance

March 31,

2018

 

Amortization
Period

Goodwill – Wealth

  $ 20,412     $     $     $ 20,412    

Indefinite

 

Goodwill – Banking

    153,545       2,311             155,856    

Indefinite

 

Goodwill – Insurance

    5,932                   5,932    

Indefinite

 

Total Goodwill

  $ 179,889     $ 2,311     $     $ 182,200        

Core deposit intangible

  $ 7,380     $     $ (377

)

  $ 7,003    

10 Years

 

Customer relationships

    14,173             (404

)

    13,769   10

to

20 Years

Non-compete agreements

    1,319             (61

)

    1,258   5

to

10 Years

Trade name

    2,322             (16

)

    2,306   3 Years

to

Indefinite

Domain name

    151                   151    

Indefinite

 

Favorable lease assets

    621             (21

)

    600   1

to

16 Years

Total Intangible Assets

  $ 25,966     $     $ (879

)

  $ 25,087        

Grand Total

  $ 205,855     $ 2,311     $ (879

)

  $ 207,287        

 

Management conducted its annual impairment tests for goodwill and indefinite-lived intangible assets as of October 31, 2017 using generally accepted valuation methods. Management determined that no impairment of goodwill or indefinite-lived intangible assets was identified as a result of the annual impairment analyses. Future impairment testing will be conducted each October 31, unless a triggering event occurs in the interim that would suggest possible impairment, in which case it would be tested as of the date of the triggering event. For the five months ended March 31, 2018, management determined there were no events that would necessitate impairment testing of goodwill or indefinite-lived intangible assets.

 

 

 

Note 8 - Deposits

 

The following table details the components of deposits:

 

   

March 31,

2018

   

December 31,

2017

 

(dollars in thousands)

               

Interest-bearing demand

  $ 529,478     $ 481,336  

Money market

    856,072       862,639  

Savings

    308,925       338,572  

Retail time deposits

    523,138       532,202  

Wholesale non-maturity deposits

    63,449       62,276  

Wholesale time deposits

    171,359       171,929  

Total interest-bearing deposits

    2,452,421       2,448,954  

Non-interest-bearing deposits

    863,118       924,844  

Total deposits

  $ 3,315,539     $ 3,373,798  

 

 

 

Note 9 - Short-Term Borrowings and Long-Term FHLB Advances

 

A. Short-term borrowings 

 

The Corporation’s short-term borrowings (original maturity of one year or less), which consist of funds obtained from overnight repurchase agreements with commercial customers, FHLB advances with original maturities of one year or less and overnight fed funds, are detailed below.

 

A summary of short-term borrowings is as follows:

 

(dollars in thousands)

 

March 31,

2018

   

December 31,

2017

 

Repurchase agreements* – commercial customers

  $ 13,804     $ 25,865  

Short-term FHLB advances

    159,900       212,000  

Total short-term borrowings

  $ 173,704     $ 237,865  

* Overnight repurchase agreements with no expiration date

 

The following table sets forth information concerning short-term borrowings:

 

   

Three Months Ended March 31,

 

(dollars in thousands)

 

2018

   

2017

 

Balance at period-end

  $ 173,704     $ 23,613  

Maximum amount outstanding at any month end

  $ 173,704     $ 39,378  

Average balance outstanding during the period

  $ 172,532     $ 47,603  

Weighted-average interest rate:

               

As of the period-end

    1.76

%

    0.10

%

Paid during the period

    1.48

%

    0.23

%

 

Average balances outstanding during the year represent daily average balances and average interest rates represent interest expense divided by the related average balance.

 

B. Long-term FHLB Advances

 

As of March 31, 2018 and December 31, 2017, the Corporation had $107.8 million and $139.1 million, respectively, of long-term FHLB advances (original maturities exceeding one year).

 

The following table presents the remaining periods until maturity of long-term FHLB advances:

 

(dollars in thousands)

 

March 31,

2018

   

December 31,

2017

 

Within one year

  $ 52,377     $ 83,766  

Over one year through five years

    55,407       55,374  

Total

  $ 107,784     $ 139,140  

 

The following table presents rate and maturity information on FHLB advances and other borrowings:

 

   

Maturity Range(1)

 

Weighted

   

Coupon Rate(1)

   

Balance at

 

Description

 

From

    To  

Average

Rate(1)

   

From

      To    

March

31, 2018

   

December

31, 2017

 

Bullet maturity – fixed rate

 

4/30/2018

 

8/24/2021

    1.79

%

    1.18

%

    2.13

%

    97,784       118,131  

Convertible-fixed(2)

 

8/20/2018

 

8/20/2018

    2.58

%

    2.58

%

    2.58

%

    10,000       21,009  

Total

                                  $ 107,784     $ 139,140  

 

(1) Maturity range, weighted average rate and coupon rate range refers to March 31, 2018 balances.
(2) FHLB advances whereby the FHLB has the option, at predetermined times, to convert the fixed interest rate to an adjustable interest rate indexed to the London Interbank Offered Rate (“LIBOR”). The Corporation has the option to prepay these advances, without penalty, if the FHLB elects to convert the interest rate to an adjustable rate. As of March 31, 2018, substantially all FHLB advances with this convertible feature are subject to conversion in fiscal 2018. These advances are included in the maturity ranges in which they mature, rather than the period in which they are subject to conversion.

 

 

C. Other Borrowings Information

 

In connection with its FHLB borrowings, the Corporation is required to hold the capital stock of the FHLB. The amount of capital stock held was $15.5 million at March 31, 2018, and $20.1 million at December 31, 2017. The carrying amount of the FHLB stock approximates its redemption value.

 

The level of required investment in FHLB stock is based on the balance of outstanding borrowings the Corporation has from the FHLB.  Although FHLB stock is a financial instrument that represents an equity interest in the FHLB, it does not have a readily determinable fair value. FHLB stock is generally viewed as a long-term investment. Accordingly, when evaluating FHLB stock for impairment, its value should be determined based on the ultimate recoverability of the par value rather than by recognizing temporary declines in value.

 

The Corporation had a maximum borrowing capacity with the FHLB of $1.67 billion as of March 31, 2018 of which the unused capacity was $1.40 billion. In addition, there were $79.0 million in the overnight federal funds line available and $138.2 million of Federal Reserve Discount Window capacity.

 

 

 

Note 10 – Subordinated Notes

 

On December 13, 2017, the Corporation completed the issuance of $70.0 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2027 (the "2027 Notes") in an underwritten public offering. On August 6, 2015, the Corporation completed the issuance of $30 million in aggregate principal amount of fixed-to-floating rate subordinated notes due 2025 (the "2025 Notes") in a private placement transaction to institutional accredited investors. The net proceeds of both offerings increased Tier II regulatory capital at the Corporation level.

 

The following tables detail the subordinated notes, including debt issuance costs, as of March 31, 2018 and December 31, 2017:

 

   

March 31, 2018

   

December 31, 2017

 

(dollars in thousands)

 

Balance

   

Rate(1)(2)

   

Balance

   

Rate(1)(2)

 

Subordinated Notes – due 2027

  $ 68,848       4.25

%

  $ 68,829       4.25

%

Subordinated Notes – due 2025

    29,600       4.75

%

    29,587       4.75

%

Total Subordinated Notes

  $ 98,448             $ 98,416          

 

(1) The 2027 Notes bear interest at an annual fixed rate of 4.25% from the date of issuance until December 14, 2022, and will thereafter bear interest at a variable rate that will reset quarterly to a level equal to the then-current three-month LIBOR rate plus 2.050% until December 15, 2027, or any early redemption date.

 

(2) The 2025 Notes bear interest at an annual fixed rate of 4.75% from the date of issuance until August 14, 2020, and will thereafter bear interest at a variable rate that will reset quarterly to a level equal to the then-current three-month LIBOR rate plus 3.068% until August 15, 2025, or any early redemption date.

 

 

Note 11 – Junior Subordinated Debentures

 

In connection with the RBPI Merger, the Corporation acquired Royal Bancshares Capital Trust I (“Trust I”) and Royal Bancshares Capital Trust II (“Trust II”) (collectively, the “Trusts”), which were utilized for the sole purpose of issuing and selling capital securities representing preferred beneficial interests. Although the Corporation owns $774,000 of the common securities of Trust I and Trust II, the Trusts are not consolidated into the Corporation’s Consolidated Financial Statements as the Corporation is not deemed to be the primary beneficiary of these entities. In connection with the issuance and sale of the capital securities, RBPI issued, and the Corporation assumed as a result of the RBPI Merger, junior subordinated debentures to the Trusts of $10.7 million each, totaling $21.4 million representing the Corporation’s maximum exposure to loss. The junior subordinated debentures incur interest at a coupon rate of 3.74% as of December 31, 2017. The rate resets quarterly based on 3-month LIBOR plus 2.15%.

 

Each of Trust I and Trust II issued an aggregate principal amount of $12.5 million of capital securities initially bearing fixed and/or fixed/floating interest rates corresponding to the debt securities held by each trust to an unaffiliated investment vehicle and an aggregate principal amount of $387 thousand of common securities bearing fixed and/or fixed/floating interest rates corresponding to the debt securities held by each trust to the Corporation. As a result of the RBPI Merger, the Corporation has fully and unconditionally guaranteed all of the obligations of the Trusts, including any distributions and payments on liquidation or redemption of the capital securities.

 

The rights of holders of common securities of the Trusts are subordinate to the rights of the holders of capital securities only in the event of a default; otherwise, the common securities’ economic and voting rights are pari passu with the capital securities. The capital and common securities of the Trusts are subject to mandatory redemption upon the maturity or call of the junior subordinated debentures held by each. Unless earlier dissolved, the Trusts will dissolve on December 15, 2034. The junior subordinated debentures are the sole assets of Trusts, mature on December 15, 2034, and may be called at par by the Corporation any time after December 15, 2009. The Corporation records its investments in the Trusts’ common securities of $387,000 each as investments in unconsolidated entities and records dividend income upon declaration by Trust I and Trust II.

 

 

 

Note 12 – Derivative Instruments and Hedging Activities

 

Derivative financial instruments involve, to varying degrees, interest rate, market and credit risk. The Corporation manages these risks as part of its asset and liability management process and through credit policies and procedures. The Corporation seeks to minimize counterparty credit risk by establishing credit limits and collateral agreements and utilizes certain derivative financial instruments to enhance its ability to manage interest rate risk that exists as part of its ongoing business operations. The derivative transactions entered into by the Corporation are an economic hedge of a derivative offerings to Bank customers. The Corporation does not use derivative financial instruments for trading purposes.

 

Customer Derivatives – Interest Rate Swaps. The Corporation enters into interest rate swaps that allow commercial loan customers to effectively convert a variable-rate commercial loan agreement to a fixed-rate commercial loan agreement. Under these agreements, the Corporation originates variable-rate loans with customers in addition to interest rate swap agreements, which serve to effectively swap the customers’ variable-rate loans into fixed-rate loans. The Corporation then enters into corresponding swap agreements with swap dealer counterparties to economically hedge its exposure on the variable and fixed components of the customer agreements. The interest rate swaps with both the customers and third parties are not designated as hedges under FASB ASC 815 and are marked to market through earnings. As the interest rate swaps are structured to offset each other, changes to the underlying benchmark interest rates considered in the valuation of these instruments do not result in an impact to earnings; however, there may be fair value adjustments related to credit quality variations between counterparties, which may impact earnings as required by FASB ASC 820. As of March 31, 2018, there were no fair value adjustments related to credit quality.

 

Risk Participation Agreements. The Corporation may enter into a risk participation agreement (“RPA”) with another institution as a means to assume a portion of the credit risk associated with a loan structure which includes a derivative instrument, in exchange for fee income commensurate with the risk assumed. This type of derivative is referred to as an “RPA sold”. In addition, in an effort to reduce the credit risk associated with an interest rate swap agreement with a borrower for whom the Corporation has provided a loan structured with a derivative, the Corporation may purchase a risk participation agreement from an institution participating in the facility in exchange for a fee commensurate with the risk shared. This type of derivative is referred to as an “RPA purchased”.

 

The following tables detail the derivative instruments as of March 31, 2018 and December 31, 2017:

 

   

Asset Derivatives

   

Liability Derivatives

 

(dollars in thousands)

 

Notional

Amount

   

Fair

Value

   

Notional

Amount

   

Fair

Value

 

Derivatives not designated as hedging instruments

                               

As of March 31, 2018:

                               

Customer derivatives – interest rate swaps

  $ 158,973     $ 2,847     $ 158,973     $ 2,846  

Risk participation agreements sold

                892       2  

Risk participation agreements purchased

    14,672       13              

Total derivatives

  $ 173,645     $ 2,860     $ 159,865     $ 2,848  
                                 

As of December 31, 2017:

                               

Customer derivatives – interest rate swaps

  $ 124,627     $ 1,895     $ 124,627     $ 1,895  

Risk participation agreements sold

                899       3  

Risk participation agreements purchased

    14,710       21              

Total derivatives

  $ 139,337     $ 1,916     $ 125,526     $ 1,898  

 

The Corporation has International Swaps and Derivatives Association agreements with third parties that requires a minimum dollar transfer amount upon a margin call. This requirement is dependent on certain specified credit measures. The amount of collateral posted with the third party at March 31, 2018 and December 31, 2017 was $0 and $1.3 million, respectively. The amount of collateral posted with the third party is deemed to be sufficient to collateralize both the fair market value change as well as any additional amounts that may be required as a result of a change in the specified credit measures. The aggregate fair value of all derivative financial instruments in a liability position with credit measure contingencies and entered into with the third party was $1.1 million and $1.6 million as of March 31, 2018 and December 31, 2017, respectively.

 

 

 

Note 13 - Accounting for Uncertainty in Income Taxes

 

The Corporation recognizes the financial statement benefit of a tax position only after determining that the Corporation would be more likely than not to sustain the position following an examination. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the relevant tax authority.

 

The Corporation is subject to income taxes in the United States federal jurisdiction and multiple state jurisdictions. The Corporation is no longer subject to U.S. federal income tax examination by taxing authorities for years before 2014.

 

The Corporation’s policy is to record interest and penalties on uncertain tax positions as income tax expense. No interest or penalties were accrued for the three months ended March 31, 2018 or 2017.

 

 

Note 14 - Shareholders’ Equity

 

Dividend

 

On April 19, 2018, the Corporation’s Board of Directors declared a regular quarterly dividend of $0.22 per share payable June 1, 2018 to shareholders of record as of May 1, 2018. During the first quarter of 2018, the Corporation paid or accrued, as applicable, a regular quarterly dividend of $0.22 per share. This dividend totaled $4.5 million, based on outstanding shares and restricted stock units as of February 9, 2018 of 20,414,046 shares.

 

S-3 Shelf Registration Statement and Offerings Thereunder 

 

In March 2015, the Corporation filed a shelf registration statement on Form S-3, SEC File No. 333-202805 (the “Shelf Registration Statement”). The Shelf Registration Statement expired in April 2018 and is expected to be replaced by a new shelf registration soon.  As of March 31, 2018, the Shelf Registration Statement allowed the Corporation to raise additional capital through offers and sales of registered securities consisting of common stock, debt securities, warrants to purchase common stock, stock purchase contracts and units or units consisting of any combination of the foregoing securities. Using the prospectus in the Shelf Registration Statement, together with applicable prospectus supplements, the Corporation could sell, from time to time, in one or more offerings, such securities in a dollar amount up to $200 million, in the aggregate.

 

In addition, the Corporation has in place a Dividend Reinvestment and Stock Purchase Plan (the “Plan”), which allows it to issue up to 1,500,000 shares of registered common stock. The Plan allows for the grant of a request for waiver (“RFW”) above the Plan’s maximum investment of $120 thousand per account per year. An RFW is granted based on a variety of factors, including the Corporation’s current and projected capital needs, prevailing market prices of the Corporation’s common stock and general economic and market conditions.

 

For the three months ended March 31, 2018, the Corporation did not issue any shares through the Plan. No RFWs were approved during the three months ended March 31, 2018. No other sales of equity securities were executed under the Shelf Registration Statement during the three months ended March 31, 2018.

 

Option Exercises and Restricted Stock Awards

In addition to shares that may be issued through the Plan, the Corporation also issues shares through the exercise of stock options and the vesting of RSUs and PSUs. During the three months ended March 31, 2018, 43,925 shares were issued pursuant to the exercise of stock options, increasing shareholders’ equity by $992 thousand. The increase in shareholders’ equity related to the vesting of the RSUs and PSUs, which is recognized over the vesting period through stock based compensation expense, was $620 thousand.

 

Stock Repurchases

 

On August 6, 2015, the Corporation announced a stock repurchase program (the “2015 Program”) under which the Corporation may repurchase up to 1,200,000 shares of the Corporation’s common stock, at an aggregate purchase price not to exceed $40 million. During the three months ended March 31, 2018, no shares were repurchased under the 2015 Program. As of March 31, 2018, the maximum number of shares remaining authorized for repurchase under the 2015 Program was 189,300. In addition to the 2015 Program, it is the Corporation’s practice to retire shares to its treasury account upon the vesting of stock awards to certain officers in order to cover the statutory income tax withholdings related to such vestings.

 

 

 

Note 15 – Accumulated Other Comprehensive Income (Loss)

The following table details the components of accumulated other comprehensive (loss) income for the three month period March 31, 2018 and 2017:

 

 

(dollars in thousands)

 

Net Change in

Unrealized Gains

on Available-for-

Sale Investment

Securities

   

Net Change in

Unfunded

Pension Liability

   

Accumulated

Other

Comprehensive

Loss

 

Balance, December 31, 2017

  $ (2,861

)

  $ (1,553

)

  $ (4,414

)

Other comprehensive (loss) income

    (5,296

)

    46       (5,250

)

Balance, March 31, 2018

  $ (8,157

)

  $ (1,507

)

  $ (9,664

)

                         

Balance, December 31, 2016

  $ (1,231

)

  $ (1,178

)

  $ (2,409

)

Other comprehensive income

    387       32       419  

Balance, March 31, 2017

  $ (844

)

  $ (1,193

)

  $ (1,990

)

 

The following table details the amounts reclassified from each component of accumulated other comprehensive loss to each component’s applicable income statement line, for the three months ended March 31, 2018 and 2017:

 

 

Description of Accumulated Other

 

Amount Reclassified from Accumulated

Other Comprehensive Loss

 

 

Comprehensive Loss Component  

Three Months Ended March 31,

  Affected Income Statement Category
   

2018

   

2017

   

Net unrealized gain on investment securities available for sale:

                 

Realization of gain on sale of investment securities available for sale

  $ (7 )   $ (1

)

Net gain on sale of available for sale investment securities

Realization of gain on transfer of investment securities available for sale to trading

    (417

)

     

Other operating income

Total

  $ (424

)

  $ (1

)

 

Income tax effect

    89        

Income tax expense

Net of income tax

  $ (335

)

  $ (1

)

Net income

                   

Unfunded pension liability:

                 

Amortization of net loss included in net periodic pension costs*

  $ 25     $ 23  

Other operating expenses

Income tax effect

    (5

)

    (8

)

Income tax expense

Net of income tax

  $ 20     $ 15  

Net income

 

*Accumulated other comprehensive loss components are included in the computation of net periodic pension cost.

 

 

 

Note 16 - Earnings per Common Share

 

Basic earnings per common share excludes dilution and is computed by dividing income available to common shareholders by the weighted-average common shares outstanding during the period. Diluted earnings per common share takes into account the potential dilution that would occur if in-the-money stock options were exercised and converted into common shares and restricted stock awards and performance-based stock awards were vested. Proceeds assumed to have been received on option exercises are assumed to be used to purchase shares of the Corporation’s common stock at the average market price during the period, as required by the treasury stock method of accounting. The effects of stock options are excluded from the computation of diluted earnings per share in periods in which the effect would be antidilutive.

 

 

   

Three Months Ended

March 31,

 

(dollars in thousands except per share data)

 

2018

   

2017

 

Numerator:

               

Net income available to common shareholders

  $ 15,286     $ 9,044  

Denominator for basic earnings per share – weighted average shares outstanding

    20,202,969       16,954,132  

Effect of dilutive common shares

    247,525       228,557  

Denominator for diluted earnings per share – adjusted weighted average shares outstanding

    20,450,494       17,182,689  

Basic earnings per share

  $ 0.76     $ 0.53  

Diluted earnings per share

  $ 0.75     $ 0.53  

Antidilutive shares excluded from computation of average dilutive earnings per share

    870        

 

 

 

Note 17 - Revenue from Contracts with Customers

 

All of the Corporation’s revenue from contracts with customers in the scope of ASC 606 is recognized within noninterest income.  The following table presents the Corporation’s noninterest income by revenue stream and reportable segment for the three months ended March 31, 2018 and 2017.  Items outside the scope of ASC 606 are noted as such.

 

   

Three Months Ended March 31, 2018

   

Three Months Ended March 31, 2017

 

(dollars in thousands)

 

Banking

   

Wealth

Management

   

Consolidated

   

Banking

   

Wealth

Management

   

Consolidated

 
                                                 

Fees for wealth management services

  $     $ 10,308     $ 10,308     $     $ 9,303     $ 9,303  

Insurance commissions(1)

          1,693       1,693             763       763  

Capital markets revenue(1)

    666             666                    

Service charges on deposit accounts

    713             713       647             647  

Loan servicing and other fees(1)

    686             686       503             503  

Net gain on sale of loans(1)

    518             518       629             629  

Net gain on sale of investment securities available for sale(1)

    7             7       1             1  

Net gain on sale of other real estate owned

    176             176                    

Dividends on FHLB and FRB stock(1)

    431             431       214             214  

Other operating income(2)

    4,294       44       4,338       1,119       48       1,167  

Total noninterest income

  $ 7,491     $ 12,045     $ 19,536     $ 3,113     $ 10,114     $ 13,227  

 

(1) Not within the scope of ASC 606.

 

(2) Other operating income includes merchant interchange fees, safe deposit box rentals, and rent income totaling $521 thousand and $479 thousand for the three-months ended March 31, 2018 and 2017, respectively, which are within the scope of ASC 606.

 

A description of the Corporation’s revenue streams accounted for under ASC 606 follows:

 

Service Charges on Deposit Accounts: The Corporation earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees, which include services such as ATM use fees, stop payment charges, statement rendering, and ACH fees, are recognized at the time the transaction is executed as that is the point in time the Corporation fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Corporation satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance.

 

 

Wealth Management Fees: The Corporation earns wealth management fee revenue from a variety of sources including fees from trust administration and other related fiduciary services, custody, investment management and advisory services, employee benefit account and IRA administration, estate settlement, tax service fees, shareholder service fees and brokerage.

 

Fees that are determined based on the market value of the assets held in their accounts are generally billed monthly, in arrears, based on the market value of assets at the end of the previous billing period. Other related services that are based on a fixed fee schedule are recognized when the services are rendered. Fees that are transaction based, including trade execution services, are recognized at the point in time that the transaction is executed, i.e. the trade date.

 

Included in other assets on the balance sheet is a receivable for wealth management fees that have been earned but not yet collected.

 

Interchange Income: The Corporation earns interchange income fees from debit cardholder transactions conducted through the Visa payment network. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

 

Gains/Losses on Sales of OREO: The Corporation records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed.

 

 

Note 18 Stock-Based Compensation

 

A. General Information 

 

The Corporation permits the issuance of stock options, dividend equivalents, performance stock awards, stock appreciation rights and restricted stock units or awards to employees and directors of the Corporation under several plans. The performance awards and restricted awards may be in the form of stock awards or stock units. Stock awards and stock units differ in that for a stock award, shares of restricted stock are issued in the name of the grantee, whereas a stock unit constitutes a promise to issue shares of stock upon vesting. The accounting for awards and units is identical. The terms and conditions of awards under the plans are determined by the Corporation’s Management Development and Compensation Committee.

 

Prior to April 25, 2007, all shares authorized for grant as stock-based compensation were limited to grants of stock options. On April 25, 2007, the shareholders approved the Corporation’s “2007 Long-Term Incentive Plan” (the “2007 LTIP”) under which a total of 428,996 shares of the Corporation’s common stock were made available for award grants. On April 28, 2010, the shareholders approved the Corporation’s “2010 Long Term Incentive Plan” under which a total of 445,002 shares of the Corporation’s common stock were made available for award grants and on April 30, 2015, the shareholders approved an amendment and restatement of such plan (as amended and restated, the “2010 LTIP”) to, among other things, increase the number of shares available for award grants by 500,000 to 945,002.

 

In addition to the shareholder-approved plans mentioned in the preceding paragraph, the Corporation periodically authorizes grants of stock-based compensation as inducement awards to new employees. This type of award does not require shareholder approval in accordance with Rule 5635(c)(4) of the Nasdaq listing rules.

 

The equity awards are authorized to be in the form of, among others, options to purchase the Corporation’s common stock, restricted stock units (“RSUs”) and performance stock units (“PSUs”).

 

RSUs have a restriction based on the passage of time. The grant date fair value of the RSUs is based on the closing price on the date of the grant.

 

PSUs have a restriction based on a performance criteria and may also havea restriction based on the passage of time. The performance criteria may be a market-based criteria measured by the Corporation’s total shareholder return (“TSR”) relative to the performance of the community bank index for the respective period. The fair value of the PSUs based on the Corporation’s TSR relative to the performance of a designated peer group or the NASDAQ Community Bank Index is calculated using the Monte Carlo Simulation method. The performance criteria may also be based on a non-market-based criteria such as return on average equity relative to that designated peer group. The grant date fair value of these PSUs is based on the closing price of the Corporation’s stock on the date of the grant. PSU grants may have a vesting percent ranging from 0% to 150%.

 

 

B. Other Stock Option Information

 

The following table provides information about options outstanding for the three months ended March 31, 2018:

 

   

Shares

   

Weighted

Average

Exercise

Price

   

Weighted

Average

Grant Date

Fair Value

 

Options outstanding, December 31, 2017

    115,246     $ 20.73     $ 4.86  

Forfeited

        $     $  

Expired

        $     $  

Exercised

    (43,925

)

  $ 22.57     $ 5.03  

Options outstanding, March 31, 2018

    71,321     $ 19.59     $ 4.75  

 

As of March 31, 2018 there were no unvested options.

 

Proceeds, related tax benefits realized from options exercised and intrinsic value of options exercised were as follows:

 

 

 

Three Months Ended March 31,

 
(dollars in thousands)  

2018

   

2017

 

Proceeds from exercise of stock options

  $ 992     $ 650  

Related tax benefit recognized

    210       141  

Net proceeds of options exercised

  $ 1,202     $ 791  

Intrinsic value of options exercised

  $ 999     $ 548  

 

The following table provides information about options outstanding and exercisable at March 31, 2018:

 

(dollars in thousands, except exercise price)

 

Outstanding

   

Exercisable

 

Number of shares

    71,321       71,321  

Weighted average exercise price

  $ 19.59     $ 19.59  

Aggregate intrinsic value

  $ 1,737,209     $ 1,737,209  

Weighted average contractual term in years

    1.2       1.2  

 

 

C. Restricted Stock and Performance Stock and Units

 

The Corporation has granted RSUs and PSUs under the 2007 LTIP and 2010 LTIP and in accordance with Rule 5635(c)(4) of the Nasdaq listing standards.

 

RSUs

 

The compensation expense for the RSUs is measured based on the market price of the stock on the day prior to the grant date and is recognized on a straight-line basis over the vesting period.

 

For the three months ended March 31, 2018, the Corporation recognized $288 thousand of expense related to the Corporation’s RSUs. As of March 31, 2018, there was $1.8 million of unrecognized compensation cost related to RSUs. This cost will be recognized over a weighted average period of 2.1 years.

 

The following table details the RSUs for the three months ended March 31, 2018:

 

   

Three Months Ended March 31, 2018

 
   

Number of Shares

   

Weighted

Average

Grant Date

Fair Value

 

Beginning balance

    75,707     $ 35.80  

Granted

    2,400     $ 43.95  

Vested

    (1,000

)

  $ 30.04  

Forfeited

        $  

Ending balance

    77,107     $ 36.13  

 

 

PSUs

 

The Corporation recognized $332 thousand of expense related to the PSUs for the three months ended March 31, 2018. As of March 31, 2018, there was $2.1 million of unrecognized compensation cost related to PSUs. This cost will be recognized over a weighted average period of 1.5 years.

 

The following table details the PSUs for the three months ended March 31, 2018:

 

   

Three Months Ended March 31, 2018

 
   

Number of Shares

   

Weighted

Average

Grant Date

Fair Value

 

Beginning balance

    168,453     $ 24.76  

Granted

        $  

Vested

        $  

Forfeited

        $  

Ending balance

    168,453     $ 24.76  

 

 

 

Note 19 - Fair Value Measurement

 

FASB ASC 820, “Fair Value Measurements and Disclosures,” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. FASB ASC 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

 

The three levels of the fair value hierarchy under FASB ASC Topic 820 are:

 

Level 1 –Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

 

Level 2 – Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active and model derived valuations whose inputs are observable or whose significant value drivers are observable.

 

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

 

A. Assets and liabilities measured on a recurring basis

 

A description of the valuation methodologies used for financial instruments measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. 

 

Investment Securities

 

The value of the Corporation’s available for sale investment securities, which include obligations of the U.S. government and its agencies, mortgage-backed securities issued by U.S. government- and U.S. government sponsored agencies, obligations of state and political subdivisions, corporate bonds and other debt securities are determined by the Corporation, taking into account the input of an independent third party valuation service provider. The third party’s evaluations are based on market data, utilizing pricing models that vary by asset and incorporate available trade, bid and other market information. For securities that do not trade on a daily basis, their pricing models apply available information such as benchmarking and matrix pricing. The market inputs normally sought in the evaluation of securities include benchmark yields, reported trades, broker/dealer quotes (only obtained from market makers or broker/dealers recognized as market participants), issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. For certain securities, additional inputs may be used or some market inputs may not be applicable. Inputs are prioritized differently on any given day based on market conditions. Management reviews, annually, the process utilized by its independent third-party valuation service provider. On a quarterly basis, management tests the validity of the prices provided by the third party by selecting a representative sample of the portfolio and obtaining actual trade results, or if actual trade results are not available, competitive broker pricing. On an annual basis, management evaluates, for appropriateness, the methodology utilized by the independent third-party valuation service provider.

 

U.S. Government agencies are evaluated and priced using multi-dimensional relational models and option adjusted spreads. State and municipal securities are evaluated on a series of matrices including reported trades and material event notices. Mortgage-backed securities are evaluated using matrix correlation to treasury or floating index benchmarks, prepayment speeds, monthly payment information and other benchmarks. Other available-for-sale investments are evaluated using a broker-quote based application, including quotes from issuers.

 

 

Interest Rate Swaps and Risk Participation Agreements 

 

The Corporation’s interest rate swaps and RPAs are reported at fair value utilizing Level 2 inputs. Prices of these instruments are obtained through an independent pricing source utilizing pricing information which may include market observed quotations for swaps, LIBOR rates, forward rates and rate volatility. When entering into a derivative contract, the Corporation is exposed to fair value changes due to interest rate movements, and the potential non-performance of our contract counterparty. The Corporation has developed a methodology to value the non-performance risk based on internal credit risk metrics and the unique characteristics of derivative instruments, which include notional exposure rather than principle at risk and interest payment netting. The results of this methodology are used to adjust the base fair value of the instrument for the potential counterparty credit risk.

 

The following tables present the Corporation’s assets measured at fair value on a recurring basis as of March 31, 2018 and December 31, 2017:

 

As of March 31, 2018

                               

(dollars in millions)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Investment securities available for sale:

                               

U.S. Treasury securities

  $ 0.1     $ 0.1     $     $  

Obligations of U.S. government & agencies

    175.1             175.1        

Obligations of state & political subdivisions

 

 

19.9             19.9        

Mortgage-backed securities

    303.9             303.9        

Collateralized mortgage obligations

    34.0             34.0        

Other debt securities

    1.1             1.1        

Total investment securities available for sale

  $ 534.1     $ 0.1     $ 534.0     $  
                                 

Investment securities trading:

                               

Mutual funds

    8.2       8.2              
                                 

Derivatives:

                               

Interest rate swaps

    2.8             2.8        

Total recurring fair value measurements

  $ 545.1     $ 8.3     $ 536.8     $  

 

As of December 31, 2017

                               

(dollars in millions)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Investment securities available for sale:

                               

U.S. Treasury securities

  $ 200.1     $ 200.1     $     $  

Obligations of U.S. government & agencies

    151.0             151.0        

Obligations of state & political subdivisions

    21.3             21.3        

Mortgage-backed securities

    275.0             275.0        

Collateralized mortgage obligations

    36.7             36.7        

Mutual funds

    3.5       3.5              

Other debt securities

    1.6             1.6        

Total investment securities available for sale

  $ 689.2     $ 203.6     $ 485.6     $  
                                 

Investment securities trading:

                               

Mutual funds

    4.6       4.6              
                                 

Derivatives:

                               

Interest rate swaps

    1.9             1.9        

Total recurring fair value measurements

  $ 695.7     $ 208.2     $ 487.5     $  

 

There have been no transfers between levels during the three months ended March 31, 2018.

 

 

B. Assets and liabilities measured on a non-recurring basis

 

Fair value is used on a nonrecurring basis to evaluate certain financial assets and financial liabilities in specific circumstances.  Similarly, fair value is used on a nonrecurring basis for nonfinancial assets and nonfinancial liabilities such as foreclosed assets, other real estate owned, intangible assets, nonfinancial assets and liabilities evaluated in a goodwill impairment analysis and other nonfinancial assets measured at fair value for purposes of assessing impairment.  A description of the valuation methodologies used for financial and nonfinancial assets and liabilities measured at fair value, as well as the general classification of such assets and liabilities pursuant to the valuation hierarchy, is set forth below.

 

 

Impaired Loans

 

The Corporation evaluates and values impaired loans at the time the loan is identified as impaired, and the fair values of such loans are estimated using Level 3 inputs in the fair value hierarchy. Each loan’s collateral has a unique appraisal and management’s discount of the value is based on the factors unique to each impaired loan. The significant unobservable input in determining the fair value is management’s subjective discount on appraisals of the collateral securing the loan, which range from 10% - 50%. Collateral may consist of real estate and/or business assets including equipment, inventory and/or accounts receivable and the value of these assets is determined based on the appraisals by qualified licensed appraisers hired by the Corporation. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, estimated costs to sell, and/or management’s expertise and knowledge of the client and the client’s business.

 

The Corporation has an appraisal policy in which an appraisal is obtained for a commercial loan at the point at which the loan either becomes nonperforming or is downgraded to a substandard or worse classification. For consumer loans, the Corporation obtains updated appraisals when a loan becomes 90 days past due or when it receives other information that may indicate possible impairment. Based on the appraisals obtained by the Corporation, a partial or full charge-off may be necessary. 

 

Other Real Estate Owned

 

Other real estate owned consists of properties acquired as a result of foreclosures and deeds in-lieu-of foreclosure. Properties are classified as OREO and are reported at the lower of cost or fair value less cost to sell, and are classified as Level 3 in the fair value hierarchy.

 

Mortgage Servicing Rights

 

MSRs do not trade in an active, open market with readily observable prices. Accordingly, the Corporation obtains the fair value of the MSRs using a third-party pricing provider. The provider determines the fair value by discounting projected net servicing cash flows of the remaining servicing portfolio. The valuation model used by the provider considers market loan prepayment predictions and other economic factors which the Corporation considers to be significant unobservable inputs. The fair value of MSRs is mostly affected by changes in mortgage interest rates since rate changes cause the loan prepayment acceleration factors to increase or decrease. All assumptions are market driven. The Corporation has a sufficient understanding of the third party service’s valuation models, assumptions and inputs used in determining the fair value of MSRs to enable management to maintain an appropriate system of internal control. Mortgage servicing rights are classified within Level 3 of the fair value hierarchy as the valuation is model driven and primarily based on unobservable inputs.

 

The following tables present the Corporation’s assets measured at fair value on a non-recurring basis as of March 31, 2018 and December 31, 2017:

 

As of March 31, 2018

                               

(dollars in millions)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Mortgage servicing rights

  $ 6.8     $     $     $ 6.8  

Impaired loans and leases

    11.9                   11.9  

OREO

    0.3                   0.3  

Total non-recurring fair value measurements

  $ 19.0     $     $     $ 19.0  

 

Fair value of assets measured on a non-recurring basis as of December 31, 2017:

 

As of December 31, 2017

                               

(dollars in millions)

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Mortgage servicing rights

  $ 6.4     $     $     $ 6.4  

Impaired loans and leases

    14.0                   14.0  

OREO

    0.3                   0.3  

Total non-recurring fair value measurements

  $ 20.7     $     $     $ 20.7  

 

 

During the three months ended March 31, 2018, an increase of $29 thousand was recorded in the Allowance as a result of adjusting the carrying value and estimated fair value of the impaired loans in the above tables.

 

 


Note 20 - Fair Value of Financial Instruments

 

FASB ASC 825, “Disclosures about Fair Value of Financial Instruments” requires disclosure of the fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate such value. The methodologies for estimating the fair value of financial assets and financial liabilities measured at fair value on a recurring and non-recurring basis are discussed above. The estimated fair value amounts have been determined by the Corporation using available market information and appropriate valuation methodologies and are based on the exit price notion set forth by ASU 2016-01 effective January 1, 2018 and applied to this disclosure on a prospective basis. Estimated fair value of assets and liabilities carried at cost at December 31, 2017 were based on an entry price notion. In cases where quoted market prices are not available, fair values are based on estimates using present value or other market value techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The aggregate fair value amounts presented below do not represent the underlying value of the Corporation.

 

 

The carrying amount and fair value of the Corporation’s financial instruments are as follows:

 

       

As of March 31, 2018

   

As of December 31, 2017

 

(dollars in thousands)

 

Fair Value

Hierarchy

Level*

 

Carrying

Amount

   

Fair Value

   

Carrying

Amount

   

Fair Value

 

Financial assets:

                                   

Cash and cash equivalents

 

Level 1

  $ 32,393     $ 32,393     $ 60,024     $ 60,024  

Investment securities - available for sale

 

See Note 19

    534,103       534,103       689,202       689,202  

Investment securities - trading

 

See Note 19

    8,211       8,211       4,610       4,610  

Investment securities – held to maturity

 

Level 2

    7,885       7,629       7,932       7,851  

Loans held for sale

 

Level 2

    5,522       5,522       3,794       3,794  

Net portfolio loans and leases

 

Level 3

    3,288,133       3,249,948       3,268,333       3,293,802  

Mortgage servicing rights

 

Level 3

    5,706       6,791       5,861       6,397  

Interest rate swaps

 

Level 2

    2,847       2,847       1,895       1,895  

Risk participation agreements purchased

 

Level 2

    13       13       21       21  

Other assets

 

Level 3

    39,740       39,740       46,799       46,799  

Total financial assets

      $ 3,924,553     $ 3,887,197     $ 4,088,471     $ 4,114,395  

Financial liabilities:

                                   

Deposits

 

Level 2

  $ 3,315,539     $ 3,309,113     $ 3,373,798     $ 3,368,276  

Short-term borrowings

 

Level 2

    173,704       173,704       237,865       237,865  

Long-term FHLB advances

 

Level 2

    107,784       106,857       139,140       138,685  

Subordinated notes

 

Level 2

    98,448       97,074       98,416       95,044  

Junior subordinated debentures

 

Level 2

    21,456       22,901       21,416       19,366  

Interest rate swaps

 

Level 2

    2,846       2,846       1,895       1,895  

Risk participation agreements sold

 

Level 2

    2       2       3       3  

Other liabilities

 

Level 3

    47,535       47,535       49,071       49,071  

Total financial liabilities

      $ 3,767,314     $ 3,760,032     $ 3,921,604     $ 3,910,205  

 

* See Note 19 in the Notes to Unaudited Consolidated Financial Statements for a description of hierarchy levels.

 

 

Note 21 - Financial Instruments with Off-Balance Sheet Risk, Contingencies and Concentration of Credit Risk

 

Off-Balance Sheet Risk

 

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated statements of financial condition. The contractual amounts of those instruments reflect the extent of involvement the Corporation has in particular classes of financial instruments.

 

The Corporation’s exposure to credit loss in the event of nonperformance by the counterparty to the financial instrument of commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Corporation uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet financial instruments.

 

Commitments to extend credit, which include unused lines of credit and unfunded commitments to originate loans, are agreements to lend to a customer as long as there is no violation of any condition established in the agreement. Commitments generally have fixed expiration dates or other termination clauses and  may require payment of a fee. Some of the commitments are expected to expire without being drawn upon, and the total commitment amounts do not necessarily represent future cash requirements. Total commitments to extend credit at  March 31, 2018 and December 31, 2017 were $766.4 million and $748.3 million, respectively. Management evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on a credit evaluation of the counterparty. Collateral varies but  may include accounts receivable, marketable securities, inventory, property, plant and equipment, residential real estate, and income-producing commercial properties.

 

 

Standby letters of credit are conditional commitments issued by the Bank to a customer for a third party. Such standby letters of credit are issued to support private borrowing arrangements. The credit risk involved in issuing standby letters of credit is similar to that involved in extending loan facilities to customers. The collateral varies, but  may include accounts receivable, marketable securities, inventory, property, plant and equipment, and residential real estate for those commitments for which collateral is deemed necessary. The Corporation’s obligation under standby letters of credit as of  March 31, 2018 and December 31, 2017 were $15.5 million and $17.0 million, respectively. There were no outstanding bankers’ acceptances as of March 31, 2018 and December 31, 2017.

 

Contingencies

 

Legal Matters

 

In the ordinary course of its operations, the Corporation and its subsidiaries are parties to various claims, litigation, investigations, and legal and administrative cases and proceedings.  Such threatened claims, litigation, investigations, legal and administrative cases and proceedings typically entail matters that are considered incidental to the normal conduct of business. Claims for significant monetary damages may be asserted in many of these types of legal actions.  Based on the information currently available, the Corporation believes it has meritorious defenses to the claims asserted against it in its currently outstanding legal proceedings and with respect to such legal proceedings, intends to continue to defend itself vigorously, litigating or settling cases according to management’s judgment as to what is in the best interests of the Corporation and its shareholders.

 

On a regular basis, liabilities and contingencies in connection with outstanding legal proceedings are assessed utilizing the latest information available. For those matters where it is probable that the Corporation will incur a loss and the amount of the loss can be reasonably estimated, a liability may be recorded in the Consolidated Financial Statements. These legal reserves may be increased or decreased to reflect any relevant developments on at least a quarterly basis. For other matters, where a loss is not probable or the amount or range of the loss is not estimable, legal reserves are not accrued. While the outcome of legal proceedings is inherently uncertain, based on information currently available, advice of counsel and available insurance coverage, management believes that the established legal reserves are adequate and the liabilities arising from legal proceedings will not have a material adverse effect on the consolidated financial position, consolidated results of operations or consolidated cash flows. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, if unfavorable, may be material to the consolidated financial position, consolidated results of operations or consolidated cash flows of the Corporation.

 

Indemnifications

 

In general, the Corporation does not sell loans with recourse, except to the extent that it arises from standard loan-sale contract provisions. These provisions cover violations of representations and warranties and, under certain circumstances, first payment default by borrowers. These indemnifications  may include the repurchase of loans by the Corporation, and are considered customary provisions in the secondary market for conforming mortgage loan sales. As of  March 31, 2018, there are no pending make-whole requests. As of  March 31, 2018, the Corporation had no loans sold with recourse outstanding.

 

Concentrations of Credit Risk

 

The Corporation has a material portion of its loans in real estate-related loans. A predominant percentage of the Corporation’s real estate exposure, both commercial and residential, is in the Corporation’s primary trade area which includes portions of Delaware, Chester, Montgomery and Philadelphia counties in Southeastern Pennsylvania. Management is aware of this concentration and attempts to mitigate this risk to the extent possible in many ways, including the underwriting and assessment of borrower’s capacity to repay. See Note 5 – “Loans and Leases” for additional information.

 

 

Note 22 - Segment Information

 

FASB Codification 280 – “Segment Reporting” identifies operating segments as components of an enterprise which are evaluated regularly by the Corporation’s chief operating decision maker, our Chief Executive Officer, in deciding how to allocate resources and assess performance. The Corporation has applied the aggregation criterion set forth in this codification to the results of its operations.

 

The Corporation’s Banking segment consists of commercial and retail banking. The Banking segment is evaluated as a single strategic unit which generates revenues from a variety of products and services. The Banking segment generates interest income from its lending (including leases) and investing activities and is dependent on the gathering of lower cost deposits from its branch network or borrowed funds from other sources for funding its loans, resulting in the generation of net interest income. The Banking segment also derives revenues from other sources including gains on the sale in available for sale investment securities, gains on the sale of residential mortgage loans, service charges on deposit accounts, cash sweep fees, overdraft fees, BOLI income and interchange revenue associated with its Visa Check Card offering. Also included in the Banking segment are two subsidiaries of the Bank, KCMI Capital, Inc. and Bryn Mawr Equipment Financing, Inc., both of which provide specialized lending solutions to our customers.

 

 

The Wealth Management segment has responsibility for a number of activities within the Corporation, including trust administration, other related fiduciary services, custody, investment management and advisory services, employee benefits and IRA administration, estate settlement, tax services and brokerage. Bryn Mawr Trust of Delaware and Lau Associates are included in the Wealth Management segment of the Corporation since they have similar economic characteristics, products and services to those of the Wealth Management Division of the Corporation. BMT Investment Advisers, formed in May 2017, which serves as investment adviser to BMT Investment Funds, a Delaware statutory trust, is also reported under the Wealth Management segment. In addition, the Wealth Management Division oversees all insurance services of the Corporation, which are conducted through the Bank’s insurance subsidiary, BMT Insurance Advisors, Inc., and are reported in the Wealth Management segment.

 

The accounting policies of the Corporation are applied by segment in the following tables. The segments are presented on a pre-tax basis.

 

The following table details the Corporation’s segments for the three months ended March 31, 2018 and 2017:

 

   

Three Months Ended March 31, 2018

   

Three Months Ended March 31, 2017

 

(dollars in thousands)

 

Banking

   

Wealth

Management

   

Consolidated

   

Banking

   

Wealth

Management

   

Consolidated

 
                                                 

Net interest income

  $ 37,438     $ 1     $ 37,439     $ 27,402     $ 1     $ 27,403  

Less: loan loss provision

    1,030             1,030       291             291  

Net interest income after loan loss provision

    36,408       1       36,409       27,111       1       27,112  

Other income:

                                               

Fees for wealth management services

          10,308       10,308             9,303       9,303  

Insurance commissions

          1,693       1,693             763       763  

Capital markets revenue

    666             666                    

Service charges on deposit accounts

    713             713       647             647  

Loan servicing and other fees

    686             686       503             503  

Net gain on sale of loans

    518             518       629             629  

Net gain (loss) on sale of investment securities available for sale

    7             7       1             1  

Net (loss) gain on sale of OREO

    176             176                    

Other operating income

    4,725       44       4,769       1,333       48       1,381  

Total noninterest income

    7,491       12,045       19,536       3,113       10,114       13,227  
                                                 

Noninterest expenses:

                                               

Salaries & wages

    11,156       4,826       15,982       8,630       3,820       12,450  

Employee benefits

    2,676       1,032       3,708       1,557       932       2,489  

Occupancy and bank premise

    2,576       474       3,050       2,127       399       2,526  

Amortization of intangible assets

    398       481       879       353       340       693  

Professional fees

    729       19       748       681       30       711  

Other operating expenses

    10,431       1,232       11,663       6,765       1,026       7,791  

Total noninterest expenses

    27,966       8,064       36,030       20,113       6,547       26,660  

Segment profit

    15,933       3,982       19,915       10,111       3,568       13,679  

Intersegment (revenues) expenses*

    (149

)

    149             (112

)

    112        

Pre-tax segment profit after eliminations

  $ 15,784     $ 4,131     $ 19,915     $ 9,999     $ 3,680     $ 13,679  

% of segment pre-tax profit after eliminations

    79.3

%

    20.7

%

    100.0

%

    73.1

%

    26.9

%

    100.0

%

Segment assets (dollars in millions)

  $ 4,248.4     $ 52.0     $ 4,300.4     $ 3,247     $ 46     $ 3,293  

 

* Inter-segment revenues consist of rental payments, interest on deposits and management fees.

 

Wealth Management Segment Information

 

(dollars in millions)

 

March 31,

2018

   

December 31,

2017

 

Assets under management, administration, supervision and brokerage

  $ 13,146.9     $ 12,968.7  

 

 

 

ITEM 2 Management’s Discussion and Analysis of Results of Operation and Financial Condition

 

The following is the Corporation’s discussion and analysis of the significant changes in the financial condition, results of operations, capital resources and liquidity presented in the accompanying Consolidated Financial Statements. Current performance does not guarantee, and may not be indicative of, similar performance in the future.

 

 

Brief History of the Corporation

 

The Bryn Mawr Trust Company (the “Bank”) received its Pennsylvania banking charter in 1889 and is a member of the Federal Reserve System. In 1986, Bryn Mawr Bank Corporation (the “Corporation”) was formed and on January 2, 1987, the Bank became a wholly-owned subsidiary of the Corporation. The Bank and Corporation are headquartered in Bryn Mawr, Pennsylvania, a western suburb of Philadelphia. The Corporation and its subsidiaries offer a full range of personal and business banking services, consumer and commercial loans, equipment leasing, mortgages, insurance and wealth management services, including investment management, trust and estate administration, retirement planning, custody services, and tax planning and preparation from 37 full-service branches, eight limited-hour retirement community offices, two limited-service branches, six wealth management offices and a full-service insurance agency located throughout Montgomery, Delaware, Chester, Philadelphia, Berks, and Dauphin counties in Pennsylvania, Mercer and Camden counties of New Jersey, and New Castle county in Delaware. The common stock of the Corporation trades on the NASDAQ Stock Market (“NASDAQ”) under the symbol BMTC.

 

The Corporation operates in a highly competitive market area that includes local, national and regional banks as competitors along with savings banks, credit unions, insurance companies, trust companies, registered investment advisors and mutual fund families. The Corporation and its subsidiaries are regulated by many agencies including the Securities and Exchange Commission (“SEC”), NASDAQ, Federal Deposit Insurance Corporation (“FDIC”), the Federal Reserve and the Pennsylvania Department of Banking and Securities. The goal of the Corporation is to become the preeminent community bank and wealth management organization in the Philadelphia area.

 

Critical Accounting Policies, Judgments and Estimates

 

The accounting and reporting policies of the Corporation and its subsidiaries conform with U.S. generally accepted accounting principles (“GAAP”). All inter-company transactions are eliminated in consolidation and certain reclassifications are made when necessary to conform the previous year’s financial statements to the current year’s presentation. In preparing the Consolidated Financial Statements, the Corporation is required to make estimates and assumptions that affect the reported amount of assets and liabilities as of the dates of the balance sheets and revenues and expenditures for the periods presented. However, there are uncertainties inherent in making these estimates and actual results could differ from these estimates. The Corporation has identified certain areas that require estimates and assumptions, which include the allowance for loan and lease losses (the “Allowance”), the valuation of goodwill and intangible assets, the fair value of investment securities, the fair value of derivative financial instruments, and the valuation of mortgage servicing rights, deferred tax assets and liabilities, benefit plans and stock-based compensation. The Corporation’s derivative financial instruments are not exchange-traded and therefore are valued utilizing models that use as their basis readily observable market parameters, specifically the London Interbank Offered Rate (“LIBOR”) swap curve, and are classified within Level 2 of the valuation hierarchy. In addition, certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).

 

These critical accounting policies, along with other significant accounting policies, are presented in Footnote 1 – Summary of Significant Accounting Policies, in the Notes to Consolidated Financial Statements in the Corporation’s 2017 Annual Report.

 

In addition to the critical accounting policies described and referenced above, as it relates to derivative financial instruments, the Corporation recognizes all derivative instruments at fair value as either assets or liabilities in other assets or other liabilities on the balance sheet. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship. As of March 31, 2018, the Corporation’s derivative financial instruments are not designated as hedges and gains or losses are recognized in current earnings.

 

Page 43

 

Recent Acquisitions and Expansions

 

On December 15, 2017, the merger of Royal Bancshares of Pennsylvania, Inc. (“RBPI”) with and into the Corporation (the “RBPI Merger”), and the merger of Royal Bank America with and into the Bank, were completed. Consideration totaled $138.6 million, comprised of 3,098,754 shares of the Corporation’s common stock, the assumption of 140,224 warrants to purchase Corporation common stock, valued at $1.9 million, $112 thousand for the cash-out of certain options and $7 thousand cash in lieu of fractional shares. The RBPI Merger initially added $567.3 million of loans, $121.6 million of investments, $593.2 million of deposits, twelve new branches and a loan production office. The acquisition of RBPI expanded the Corporation’s footprint within Montgomery, Chester, Berks and Philadelphia Counties in Pennsylvania as well as Camden and Mercer Counties in New Jersey.

 

In addition to the RBPI Merger, the Bank has continued to execute on its strategies of diversification and acquiring and/or establishing specialty offices in strategically targeted areas where management believes there to be a high demand for the Bank’s products and services. On May 24, 2017, the Bank completed its acquisition of Hirshorn Boothby, a full-service insurance agency established in 1931 and headquartered in the Chestnut Hill section of Philadelphia. Hirshorn Boothby was immediately merged into the Bank’s existing insurance subsidiary, BMT Insurance Advisors, Inc., formerly known as Powers Craft Parker and Beard, Inc., expanding the footprint of this growing segment.

 

On May 12, 2017, the Corporation established a wealth management-focused office in Princeton, New Jersey which complements the already-established presence in central New Jersey that was acquired in the RBPI Merger.

 

Beginning in the second quarter of 2017, the Bank’s newly established Capital Markets department commenced operations focusing on providing risk management services to address the needs of its commercial customer base. These capital markets capabilities enable the Bank to offer hedging tools for qualified commercial customers through the use of interest rate swaps and options designed to mitigate the interest rate risk on variable rate loans. This interest rate hedging offering allows the Bank to participate and lead in larger and longer-dated credits without incurring additional interest rate risk. Additional services will focus on assisting qualified customers in hedging their foreign exchange risk and meeting their trade finance needs through enhanced international services capabilities.

 

On May 1, 2018, BMT Insurance Advisors, Inc. acquired Domenick & Associates, a full-service insurance agency established in 1993 and headquartered in the Old City section of Philadelphia. Domenick & Associates has a specialty niche with nonprofit and social service organizations which aligns well with our banking and wealth management solutions in these specialty service areas. This acquisition furthers our objective of pursuing strategic growth opportunities to enhance, broaden, and diversify our revenue streams.

 

Executive Overview 

 

The following items highlight the Corporation’s results of operations for the three months ended March 31, 2018, as compared to the same period in 2017, and the changes in its financial condition as of March 31, 2018 as compared to December 31, 2017. More detailed information related to these highlights can be found in the sections that follow.

 

Three Month Results of Operations

 

 

Net income attributable to Bryn Mawr Bank Corporation for the three months ended March 31, 2018 was $15.3 million, an increase of $6.3 million as compared to net income of $9.0 million for the same period in 2017. Diluted earnings per share was $0.75 for the three months ended March 31, 2018 as compared to $0.53 for the same period in 2017.

 

 

Return on average equity (“ROE”) and return on average assets (“ROA”) for the three months ended March 31, 2018 were 11.78% and 1.46%, respectively, as compared to ROE and ROA of 9.60% and 1.13% respectively, for the same period in 2017.

 

 

Tax-equivalent net interest income increased $9.9 million, or 36.0%, to $37.5 million for the three months ended March 31, 2018, as compared to $27.6 million for the same period in 2017.

 

 

Provision for loan and lease losses (the “Provision”) of $1.0 million for the three months ended March 31, 2018 was an increase of $739 thousand from the $291 thousand Provision recorded for the same period in 2017.

 

 

Noninterest income of $19.5 million for the three months ended March 31, 2018 increased $6.3 million as compared to $13.2 million for the same period in 2017.

 

 

Fees for wealth management services and insurance revenue of $10.3 million and $1.7 million, respectively, for the three months ended March 31, 2018 were increases of $1.0 million and $930 thousand, respectively, from the same period in 2017.

 

Page 44

 

 

Noninterest expense of $36.0 million for the three months ended March 31, 2018 increased $9.3 million, from $26.7 million for the same period in 2017.

 

Changes in Financial Condition

 

 

Total assets of $4.30 billion as of March 31, 2018 decreased $149.3 million from $4.45 billion as of December 31, 2017.

 

 

Shareholders’ equity of $533.1 million as of March 31, 2018 increased $5.0 million from $528.1 million as of December 31, 2017.

 

 

Total portfolio loans and leases as of March 31, 2018 were $3.31 billion, an increase of $19.9 million from $3.29 billion as of December 31, 2017.

 

 

Total non-performing loans and leases of $7.5 million represented 0.23% of portfolio loans and leases as of March 31, 2018 as compared to $7.3 million, or 0.29% of portfolio loans and leases as of December 31, 2017.

 

 

The $17.7 million Allowance, as of March 31, 2018, represented 0.53% of portfolio loans and leases, as compared to $17.5 million, or 0.53% of portfolio loans and leases as of December 31, 2017.

 

 

Total deposits of $3.32 billion as of March 31, 2018 decreased $58.3 million from $3.37 billion as of December 31, 2017.

 

 

Wealth assets under management, administration, supervision and brokerage as of March 31, 2018 were $13.15 billion, an increase of $178.2 million from $12.97 billion December 31, 2017.

 

 

Key Performance Ratios

 

Key financial performance ratios for the three months ended March 31, 2018 and 2017 are shown in the table below:

 

   

Three Months Ended

March 31,

 
   

2018

   

2017

 

Return on average equity

    11.78

%

    9.60

%

Return on average assets

    1.46

%

    1.13

%

Tax-equivalent net interest margin

    3.94

%

    3.74

%

Basic earnings per share

  $ 0.76     $ 0.53  

Diluted earnings per share

  $ 0.75     $ 0.53  

Dividend per share

  $ 0.22     $ 0.21  

Dividend declared per share to net income per basic common share

    28.9

%

    39.4

%

 

 

The following table presents certain key period-end balances and ratios as of March 31, 2018 and December 31, 2017:

 

(dollars in millions, except per share amounts)

 

March 31, 2018

   

December 31, 2017

 

Book value per share

  $ 26.35     $ 26.19  

Tangible book value per share

  $ 16.10     $ 15.98  

Allowance as a percentage of portfolio loans and leases

    0.53

%

    0.53

%

Tier I capital to risk weighted assets

    10.46

%

    10.36

%

Tangible common equity ratio

    9.19

%

    8.67

%

Loan to deposit ratio

    99.7

%

    97.4

%

Wealth assets under management, administration, supervision and brokerage

  $ 13,146.9     $ 12,968.7  

Portfolio loans and leases

  $ 3,305.8     $ 3,285.9  

Total assets

  $ 4,300.4     $ 4,449.7  

Shareholders’ equity

  $ 533.1     $ 528.1  

 

Page 45

 

The following sections discuss, in detail, the Corporation’s results of operations for the three months ended March 31, 2018, as compared to the same periods in 2017, and the changes in its financial condition as of March 31, 2018 as compared to December 31, 2017.

 

Components of Net Income

 

Net income is comprised of five major elements:

 

 

Net Interest Income, or the difference between the interest income earned on loans, leases and investments and the interest expense paid on deposits and borrowed funds;

 

Provision for Loan and Lease Losses, or the amount added to the Allowance to provide for estimated inherent losses on portfolio loans and leases;

 

Non-Interest Income, which is made up primarily of wealth management revenue, capital markets revenue, gains and losses from the sale of residential mortgage loans, gains and losses from the sale of available for sale investment securities and other fees from loan and deposit services;

 

Non-Interest Expense, which consists primarily of salaries and employee benefits, occupancy, intangible asset amortization, professional fees, due diligence, merger-related and merger integration expenses, and other operating expenses; and

 

Income Tax Expense, which include state and federal jurisdictions.

 

TAX-EQUIVALENT NET INTEREST INCOME

 

Net interest income is the primary source of the Corporation’s revenue. The below tables present a summary, for the three months ended March 31, 2018 and 2017, of the Corporation’s average balances and tax-equivalent yields earned on its interest-earning assets and the rates paid on its interest-bearing liabilities. The tax-equivalent net interest margin is the tax-equivalent net interest income as a percentage of average interest-earning assets. The tax-equivalent net interest spread is the difference between the weighted average tax-equivalent yield on interest-earning assets and the weighted average cost of interest-bearing liabilities. The effect of noninterest-bearing liabilities represents the effect on the net interest margin of net funding provided by noninterest-earning assets, noninterest-bearing liabilities and shareholders’ equity.

 

Tax-equivalent net interest income increased $9.9 million, or 36.0%, to $37.5 million for the three months ended March 31, 2018, as compared to $27.6 million for the same period in 2017. The increase in tax-equivalent net interest income between the periods was largely related to the increase in tax-equivalent interest and fees on loans and leases, which increased $12.1 million for the three months ended March 31, 2018 as compared to the same period in 2017. The increase in tax-equivalent interest and fees on loans and leases was primarily related to the $735.5 million increase in average loans to $3.29 billion as of March 31, 2018 from $2.56 billion as of March 31, 2017. The increase in average loans was largely related to the loans and leases acquired in the RBPI Merger which initially increased loans and leases by $567.3 million, as well as organic loan growth. In addition to the increase in tax-equivalent interest income on loans and leases, interest on available for sale investment securities increased by $958 thousand for the three months ended March 31, 2018 as compared to the same period in 2017. Average available for sale investment securities increased by $133.5 million for the first quarter of 2018 as compared to the first quarter of 2017.

 

Partially offsetting the effect on tax-equivalent interest income associated with the increase in average loans and leases and available for sale investment securities were increases of $1.6 million, $603 thousand, $288 thousand and $773 thousand of interest expense on interest-bearing deposits, short-term borrowings, junior subordinated debtentures and subordinated notes, respectively. The increases in interest expense were primarily related to increases in the average balances of interest-bearing deposits and junior subordinated debentures as a result of the RBPI Merger, and the December 13, 2017 issuance of $70 million, ten-year, 4.25% fixed-to-floating subordinated notes.

 

Page 46

 

Analyses of Interest Rates and Interest Differential

 

The tables below present the major asset and liability categories on an average daily balance basis for the periods presented, along with interest income, interest expense and key rates and yields.

 

   

For the Three Months Ended March 31,

 
   

2018

   

2017

 

(dollars in thousands)

 

Average
Balance

   

Interest
Income/
Expense

   

Average
Rates
Earned/
Paid

   

Average
Balance

   

Interest
Income/
Expense

   

Average
Rates
Earned/
Paid

 

Assets:

                                               

Interest-bearing deposits with banks

  $ 38,044     $ 53       0.56

%

  $ 39,669     $ 66       0.67

%

Investment securities - available for sale:

                                               

Taxable

    498,718       2,675       2.18

%

    354,229       1,653       1.89

%

Tax-exempt(4)

    25,501       100       1.98

%

    31,485       164       2.11

%

Total investment securities – available for sale

    519,219       2,775       2.17

%

    385,714       1,817       1.91

%

Investment securities – held to maturity

    7,913       12       0.62

%

    3,708       7       0.77

%

Investment securities – trading

    8,339       21       1.02

%

    3,890       8       0.83

%

Loans and leases(1)(2)(3)(4)

    3,291,212       40,754       5.02

%

    2,555,677       28,622       4.54

%

Total interest-earning assets

    3,864,727       43,615       4.58

%

    2,988,652       30,520       4.14

%

Cash and due from banks

    10,698                       14,942                  

Allowance for loan and lease losses

    (17,628

)

                    (17,580

)

               

Other assets

    388,383                       258,046                  

Total assets

  $ 4,246,180                     $ 3,244,060                  

Liabilities:

                                               

Savings, NOW, and market rate accounts

  $ 1,676,733     $ 1,479       0.36

%

  $ 1,388,561     $ 756       0.22

%

Wholesale deposits

    231,289       733       1.29

%

    143,461       317       0.90

%

Retail time deposits

    527,469       1,260       0.97

%

    320,172       755       0.96

%

Total interest-bearing deposits

    2,435,491       3,472       0.58

%

    1,852,194       1,828       0.40

%

Short-term borrowings

    172,534       630       1.48

%

    47,603       27       0.23

%

Long-term FHLB advances

    123,920       562       1.84

%

    182,507       698       1.55

%

Subordinated notes

    98,430       1,143       4.71

%

    29,537       370       5.08

%

Junior subordinated debt

    21,430       288       5.45

%

                 

Total interest-bearing liabilities

    2,851,805       6,095       0.87

%

    2,111,841       2,923       0.56

%

Non-interest-bearing deposits

    835,476                       711,794                  

Other liabilities

    32,465                       38,211                  

Total non-interest-bearing liabilities

    867,941                       750,005                  

Total liabilities

    3,719,746                       2,861,846                  

Shareholders’ equity

    526,434                       382,214                  

Total liabilities and shareholders’ equity

  $ 4,246,180                     $ 3,244,060                  

Net interest spread

                    3.71

%

                    3.58

%

Effect of non-interest-bearing sources

                    0.23

%

                    0.16

%

Net interest income/margin on earning assets(4)

          $ 37,520       3.94

%

          $ 27,597       3.74

%

Tax-equivalent adjustment(4)

          $ 81       0.01

%

          $ 194       0.02

%

 

 

(1)

Non-accrual loans have been included in average loan balances, but interest on non-accrual loans has not been included for purposes of determining interest income.

 

(2)

Includes portfolio loans and leases and loans held for sale.

 

(3)

Interest on loans and leases includes deferred fees of $278 and $238 for the three months ended March 31, 2018 and 2017, respectively.

 

(4)

Tax rate used for tax-equivalent calculations is 21% for 2018 and 35% for 2017

 

Page 47

 

Rate/Volume Analysis (tax-equivalent basis)*

 

The rate/volume analysis in the table below analyzes dollar changes in the components of interest income and interest expense as they relate to the change in balances (volume) and the change in interest rates (rate) of tax-equivalent net interest income for the three months ended March 31, 2018 as compared to the same period in 2017, allocated by rate and volume. The change in interest income and/or expense due to both volume and rate has been allocated to changes in volume.

 

   

Three Months Ended March 31,

 

(dollars in thousands)

 

2018 Compared to 2017

 

increase/(decrease)

 

Volume

   

Rate

   

Total

 

Interest Income:

                       

Interest-bearing deposits with banks

  $ (3

)

  $ (10

)

  $ (13

)

Investment securities - taxable

    698       342       1,040  

Investment securities -nontaxable

    (57

)

    (7

)

    (64

)

Loans and leases

    8,236       3,896       12,132  

Total interest income

    8,874       4,221       13,095  

Interest expense:

                       

Savings, NOW and market rate accounts

    154       569       723  

Wholesale deposits

    194       222       416  

Retail time deposits

    492       13       505  

Borrowed funds – short-term

    71       532       603  

Borrowed funds – long-term

    (612

)

    476       (136

)

Subordinated notes

    1,360       (587

)

    773  

Junior subordinated debentures

    288             288  

Total interest expense

    1,947       1,225       3,172  

Interest differential

  $ 6,927     $ 2,996     $ 9,923  

* The tax rate used in the calculation of the tax-equivalent income is 21% for 2018 and 35% for 2017

 

 

Tax-Equivalent Net Interest Margin

 

The tax-equivalent net interest margin of 3.94% for the three months ended March 31, 2018 was a 20 basis point increase from 3.74% for the same period in 2017. Adjusting for the impact of the accretion of purchase accounting fair value marks, the adjusted tax-equivalent net interest margin remained relatively unchanged at 3.62% and 3.63% for three months ended March 31, 2018 and 2017, respectively. The contribution to the tax-equivalent net interest margin from the accretion of purchase accounting adjustments was 32 basis points in 2018 as compared to 11 basis points in 2017.

 

The tax-equivalent net interest margin and related components for the past five consecutive quarters are shown in the table below:

 

 

Quarter

 

Interest-

Earning

Asset Yield

   

Interest-

Bearing

Liability Cost

   

Net Interest

Spread

   

Effect of

Non-Interest

Bearing

Sources

   

Net Interest

Margin

 

1st Quarter 2018

    4.58 %

 

    0.87 %

 

    3.71 %

 

    0.23 %

 

    3.94 %

 

4th Quarter 2017

    4.15 %

 

    0.74 %

 

    3.41 %

 

    0.21 %

 

    3.62 %

 

3rd Quarter 2017

    4.18 %

 

    0.67 %

 

    3.51 %

 

    0.20 %

 

    3.71 %

 

2nd Quarter 2017

    4.11 %

 

    0.61 %

 

    3.50 %

 

    0.18 %

 

    3.68 %

 

1st Quarter 2017

    4.14 %

 

    0.56 %

 

    3.58 %

 

    0.16 %

 

    3.74 %

 

 

Interest Rate Sensitivity 

 

Management actively manages the Corporation’s interest rate sensitivity position. The objectives of interest rate risk management are to control exposure of net interest income to risks associated with interest rate movements and to achieve sustainable growth in net interest income. The Corporation’s Asset Liability Committee (“ALCO”), using policies and procedures approved by the Corporation’s Board of Directors, is responsible for the management of the Corporation’s interest rate sensitivity position. The Corporation manages interest rate sensitivity by changing the mix, pricing and re-pricing characteristics of its assets and liabilities. This is accomplished through the management of the investment portfolio, the pricings of loans and deposit offerings and through wholesale funding. Wholesale funding is available from multiple sources including borrowings from the FHLB, the Federal Reserve Bank of Philadelphia’s discount window, federal funds from correspondent banks, certificates of deposit from institutional brokers, Certificate of Deposit Account Registry Service (“CDARS”), Insured Network Deposit (“IND”) Program, Charity Deposits Corporation (“CDC”) (formerly known as Institutional Deposit Corporation (“IDC”)), Insured Cash Sweep (“ICS”) and Pennsylvania Local Government Investment Trust (“PLGIT”).

 

Page 48

 

Management utilizes several tools to measure the effect of interest rate risk on net interest income. These methods include gap analysis, market value of portfolio equity analysis, and net interest income simulations under various scenarios. The results of these analyses are compared to limits established by the Corporation’s ALCO policies and make adjustments as appropriate if the results are outside the established limits.

 

The following table demonstrates the annualized result of an interest rate simulation and the estimated effect that a parallel interest rate shift, or “shock”, in the yield curve and subjective adjustments in deposit pricing, might have on management’s projected net interest income over the next 12 months.

 

This simulation assumes that there is no growth in interest-earning assets or interest-bearing liabilities over the next twelve months. By definition, the simulation assumes static interest rates and does not incorporate forecasted changes in the yield curve. The changes to net interest income shown below are in compliance with the Corporation’s policy guidelines.

 

Summary of Interest Rate Simulation

 

   

Change in Net Interest

Income Over the Twelve

Months Beginning After

March 31, 2018

   

Change in Net Interest

Income Over the Twelve

Months Beginning After

December 31, 2017

 
   

Amount

   

Percentage

   

Amount

   

Percentage

 

+300 basis points

  $ 7,448       4.86

%

  $ 15,953       10.66

%

+200 basis points

  $ 5,001       3.26

%

  $ 10,644       7.11

%

+100 basis points

  $ 2,523       1.65

%

  $ 5,316       3.55

%

-100 basis points

  $ (4,722

)

    (3.08

) %

  $ (6,913

)

    (4.62

 

The above interest rate simulation suggests that the Corporation’s balance sheet is asset sensitive as of March 31, 2018 in the +100 basis point scenario, demonstrating that a 100 basis point increase in interest rates would have a positive impact on net interest income over the next 12 months. The balance sheet is less asset sensitive in a rising-rate environment as of March 31, 2018 than it was as of December 31, 2017. This decrease in sensitivity is related to an increase in non-maturity market priced deposit balances, a decrease in cash balances and an increase in short term borrowings. The magnitude of the change in net interest income resulting from a 100 basis point decrease in rates as compared to the magnitude of the increase in net income accompanying a 100 basis point increase in rates is the result of asset yields repricing more quickly in response to market changes compared to deposit rates in a down 100 basis point rate shift.


The interest rate simulation is an estimate based on assumptions, which are derived from past behavior of customers, along with expectations of future behavior relative to interest rate changes. In today’s economic environment and the current extended period of very low interest rates, the reliability of management’s assumptions in the interest rate simulation model is more uncertain than in prior periods. Actual customer behavior, as it relates to deposit activity, may be significantly different than expected behavior, which could cause an unexpected outcome and may result in lower net interest income than that derived from the analysis referenced above.

 

Gap Analysis

 

The interest sensitivity, or gap analysis, identifies interest rate risk by showing repricing gaps in the Corporation’s balance sheet. All assets and liabilities are reflected based on behavioral sensitivity, which is usually the earliest of: repricing, maturity, contractual amortization, prepayments or likely call dates. Non-maturity deposits, such as NOW, savings and money market accounts are spread over various time periods based on the expected sensitivity of these rates considering liquidity and the investment preferences of management. Non-rate-sensitive assets and liabilities are spread over time periods to reflect management’s view of the maturity of these funds.

 

Page 49

 

Non-maturity deposits (demand deposits in particular) are recognized by the Bank’s regulatory agencies to have different sensitivities to interest rate environments. Consequently, it is an accepted practice to spread non-maturity deposits over defined time periods to capture that sensitivity. Commercial demand deposits are often in the form of compensating balances, and fluctuate inversely to the level of interest rates; the maturity of these deposits is reported as having a shorter life than typical retail demand deposits. Additionally, the Bank’s regulatory agencies have suggested distribution limits for non-maturity deposits. However, management has taken a more conservative approach than these limits would suggest by forecasting these deposit types with a shorter maturity. The following table presents the Corporation’s gap analysis as of March 31, 2018:

 

(dollars in millions)

 

0 to 90

Days

   

91 to 365

Days

   

1 - 5

Years

   

Over

5 Years

   

Non-Rate

Sensitive

   

Total

 

Assets:

                                               

Interest-bearing deposits with banks

  $ 24.6     $     $     $     $     $ 24.6  

Investment securities(1)

    28.1       58.5       321.7       141.9             550.2  

Loans and leases(2)

    1,281.7       397.2       1,220.9       411.5             3,311.3  

Allowance

                            (17.7 )     (17.7 )

Cash and due from banks

                            7.8       7.8  

Other assets

                            424.1       424.1  

Total assets

  $ 1,334.4     $ 455.7     $ 1,542.6     $ 553.4     $ 414.2     $ 4,300.3  

Liabilities and shareholders’ equity:

                                               

Demand, non-interest-bearing

  $ 53.5     $ 160.4     $ 225.7     $ 423.5     $     $ 863.1  

Savings, NOW and market rate

    114.8       344.5       818.7       416.4             1,694.4  

Time deposits

    102.6       309.1       110.6       3.1             525.4  

Wholesale non-maturity deposits

    63.4                               63.4  

Wholesale time deposits

    138.3       30.8                         169.1  

Short-term borrowings

    173.7                               173.7  

Long-term FHLB advances

 

20.0

      32.5       55.3                   107.8  

Subordinated notes

                98.4                   98.4  

Junior subordinated debentures

    21.5                               21.5  

Other liabilities

                            50.4       50.4  

Shareholders’ equity

 

19.0

      57.1       304.6       152.4             533.1  

Total liabilities and shareholders’ equity

  $ 706.8     $ 934.4     $ 1,613.3     $ 995.4     $ 50.4     $ 4,300.3  

Interest-earning assets

  $ 1,334.4     $ 455.7     $ 1,542.6     $ 553.4     $     $ 3,886.1  

Interest-bearing liabilities

    634.3       716.9       1,083.0       419.5             2,853.7  

Difference between interest-earning assets and interest-bearing liabilities

  $ 700.1     $ (261.2 )   $ 459.6     $ 133.9     $     $ 1,032.4  

Cumulative difference between interest earning assets and interest-bearing liabilities

  $ 700.1     $ 438.9     $ 898.5     $ 1,032.4     $     $ 1,032.4  

Cumulative earning assets as a % of cumulative interest-bearing liabilities

    210

%

    132

%

    137

%

    136

%

               

 

(1) Investment securities include available for sale, held to maturity and trading.
(2) Loans include portfolio loans and leases and loans held for sale.

 

The table above indicates that the Corporation is asset-sensitive in the immediate 90-day time frame and may experience an increase in net interest income during that time period if rates rise. Conversely, if rates decline, net interest income may decline. It should be noted that the gap analysis is only one tool used to measure interest rate sensitivity and should be used in conjunction with other measures such as the interest rate simulation discussed above. The gap analysis measures the timing of changes in rate, but not the true weighting of any specific component of the Corporation’s balance sheet. The asset-sensitive position reflected in this gap analysis is similar to the Corporation’s position at December 31, 2017.

 

PROVISION FOR LOAN AND LEASE LOSSES

 

For the three months ended March 31, 2018, the Corporation recorded a Provision of $1.0 million which was a $739 thousand increase from the same period in 2017. Net charge-offs for the first quarter of 2018 were $893 thousand as compared to $670 thousand for the same period in 2017. The loan and lease portfolio experienced improvements in certain historic charge-off rates during the lookback period and in certain credit quality and economic indicators used in the Allowance calculation. The increase in the Provision between the periods reflects the increase in net charge-offs, partially offset by the improvement of certain historic charge-off rates and credit quality indicators.

 

Asset Quality and Analysis of Credit Risk

 

As of March 31, 2018, total nonperforming loans and leases decreased by $1.0 million to $7.5 million, representing 0.23% of portfolio loans and leases, as compared to $8.6 million, or 0.26% of portfolio loans and leases as of December 31, 2017. The decrease in nonperforming loans and leases was comprised of pay-offs and pay-downs of $2.2 million, charge-offs of $317 thousand, and upgrades to performing status of $942 thousand of loans and leases classified as nonperforming as of December 31, 2017. These decreases were partially offset by the addition of $2.9 million of new nonperforming loans and leases as of March 31, 2018.

 

As of March 31, 2018, the Allowance of $17.7 million represented 0.53% of portfolio loans and leases, relatively unchanged from December 31, 2017. The Allowance on originated portfolio loans, as a percentage of originated portfolio loans, was 0.69% as of March 31, 2018 as compared to 0.70% as of December 31, 2017. Loans acquired in mergers are recorded at fair value as of the date of acquisition. This fair value estimate takes into account an estimate of the expected lifetime losses of the acquired loans. As such, an acquired loan will not generally become subject to additional Allowance unless it becomes impaired.

 

Page 50

 

As of March 31, 2018, the Corporation had $6.4 million of troubled debt restructurings (“TDRs”), of which $5.2 million were in compliance with the modified terms and excluded from non-performing loans and leases. As of December 31, 2017, the Corporation had $9.1 million of TDRs, of which $5.8 million were in compliance with the modified terms, and were excluded from non-performing loans and leases.

 

As of March 31, 2018, the Corporation had a recorded investment of $12.2 million of impaired loans and leases which included $6.4 million of TDRs. Impaired loans and leases are those for which it is probable that the Corporation will not be able to collect all scheduled principal and interest in accordance with the original terms of the loans and leases. Impaired loans and leases as of December 31, 2017 totaled $13.9 million, which included $9.1 million of TDRs. Refer to Note 5H in the Notes to Unaudited Consolidated Financial Statements for more information regarding the Corporation’s impaired loans and leases.

 

The Corporation continues to be diligent in its credit underwriting process and proactive with its loan review process, including the engagement of the services of an independent outside loan review firm, which helps identify developing credit issues. Proactive steps that are taken include the procurement of additional collateral (preferably outside the current loan structure) whenever possible and frequent contact with the borrower. The Corporation believes that timely identification of credit issues and appropriate actions early in the process serve to mitigate overall risk of loss.

 

Nonperforming Assets and Related Ratios

 

(dollars in thousands)

 

March 31,

2018

   

December 31,

2017

 

Nonperforming Assets:

               

Nonperforming loans and leases

  $ 7,533     $ 8,579  

Other real estate owned

    300       304  

Total nonperforming assets

  $ 7,833     $ 8,883  
                 

Troubled Debt Restructurings:

               

TDRs included in non-performing loans

  $ 1,125     $ 3,289  

TDRs in compliance with modified terms

    5,235       5,800  

Total TDRs

  $ 6,360     $ 9,089  
                 

Loan and Lease quality indicators:

               

Allowance for loan and lease losses to nonperforming loans and leases

    234.5

%

    204.3

%

Nonperforming loans and leases to total portfolio loans and leases

    0.23

%

    0.26

%

Allowance for loan and lease losses to total portfolio loans and leases

    0.53

%

    0.53

%

Nonperforming assets to total loans and leases and OREO

    0.24

%

    0.27

%

Nonperforming assets to total assets

    0.18

%

    0.21

%

Total portfolio loans and leases

  $ 3,305,795     $ 3,285,858  

Allowance for loan and lease losses

  $ 17,662     $ 17,525  

 

 

NONINTEREST INCOME

 

Three Months Ended March 31, 2018 Compared to the Same Period in 2017

 

Non-interest income of $19.5 million for the three months ended March 31, 2018 increased $6.3 million as compared to $13.2 million for the same period in 2017. Increases of $1.0 million, $930 thousand, $666 thousand, and $3.2 million in fees for wealth management services, insurance commissions, capital markets revenues and other operating income, respectively, were recorded. The increase in fees for wealth management services was related to the $1.42 billion increase in wealth assets under management, administration, supervision and brokerage between March 31, 2017 and March 31, 2018. The increase in insurance commissions was primarily related to the May 2017 acquisition of Hirshorn Boothby which expanded our insurance division into the city of Philadelphia. The increase in capital markets revenues was related to the formation of our Capital Markets group, which began operations in the second quarter of 2017. The $3.2 million increase in other operating income was primarily related to a $2.3 million recovery of a purchase accounting fair value mark resulting from the pay off, in full, of a purchased credit impaired loan acquired in the RBPI Merger.

 

Page 51

 

The following table provides supplemental information regarding mortgage loan originations and sales:

 

   

For the Three Months Ended or as of

March 31,

 

(dollars in thousands)

 

2018

   

2017

 

Mortgage originations

  $ 26,055     $ 48,550  

Mortgage loans sold:

               

Servicing retained

  $ 1,850     $ 27,705  

Servicing released

    15,956       4,966  

Total mortgage loans sold

  $ 17,806     $ 32,671  

Percentage of originated mortgage loans sold

    68.3

%

    67.3

%

Servicing retained %

    10.4

%

    84.8

%

Servicing released %

    89.6

%

    15.2

%

Residential mortgage loans serviced for others

  $ 634,970     $ 638,553  

Mortgage servicing rights

  $ 5,706     $ 5,686  

Gain on sale of mortgage loans

  $ 345     $ 578  

Loan servicing and other fees

  $ 686     $ 503  

Amortization of MSRs

  $ 221     $ 169  

(Recovery) / Impairment of MSRs

  $ (50

)

  $ 3  

 

The following table provides details of other operating income for the three months ended March 31, 2018 and 2017:

 

 

 

 

Three Months Ended

March 31,

 
(dollars in thousands)  

2018

   

2017

 

Merchant interchange fees

  $ 387     $ 341  

Bank-owned life insurance (“BOLI”) income

    278       201  

Commissions and fees

    255       131  

Safe deposit box rentals

    91       90  

Other investment income

    22        

Rent income

    43       48  

Gain on trading investments

    335       210  

Recovery of purchase accounting fair value loan mark

    2,294       18  

Miscellaneous other income

    633       128  

Other operating income

  $ 4,338     $ 1,167  

 

 

Wealth Assets Under Management, Administration, Supervision and Brokerage (“Wealth Assets”)

 

Wealth Asset accounts are categorized into two groups; the first account group consists predominantly of clients whose fees are determined based on the market value of the assets held in their accounts (“Market Value” fee basis). The second account group consists predominantly of clients whose fees are set at fixed amounts (“Fixed Fee” basis), and, as such, are not affected by market value changes.

 

The following tables detail the composition of Wealth Assets as it relates to the calculation of fees for wealth management services:

 

(dollars in thousands)

 

Wealth Assets as of:

 

Fee Basis

 

March 31,

2018

   

December 31,

2017

   

September 30, 2017

   

June 30,

2017

   

March 31,

2017

 

Market value

  $ 5,693,146     $ 5,884,692     $ 5,759,375     $ 5,593,936     $ 5,483,237  

Fixed fee

    7,453,780       7,084,046       6,671,995       6,456,619       6,242,223  

Total

  $ 13,146,926     $ 12,968,738     $ 12,431,370     $ 12,050,555     $ 11,725,460  

 

Page 52

 

   

Percentage of Wealth Assets as of:

 

Fee Basis

 

March 31,

2018

   

December 31,

2017

   

September 30,

2017

   

June 30,

2017

   

March 31,

2017

 

Market value

    43.3 %     45.4 %     46.3 %     46.4 %     46.8 %

Fixed fee

    56.7 %     54.6 %     53.7 %     53.6 %     53.2 %

Total

    100.0 %     100.0 %     100.0 %     100.0 %     100.0 %

 

The following tables detail the composition of fees for wealth management services for the periods indicated:

 

(dollars in thousands)

 

For the Three Months Ended:

 
Fee Basis  

March 31,

2018

   

December 31,

2017

   

September 30,

2017

   

June 30,

2017

   

March 31,

2017

 

Market value

  $ 7,880     $ 7,618     $ 7,522     $ 7,382     $ 7,230  

Fixed fee

    2,428       2,356       2,129       2,425       2,073  

Total

  $ 10,308     $ 9,974     $ 9,651     $ 9,807     $ 9,303  

 

 

   

Percentage of Fees for Wealth Management for the Three Months Ended:

 

Fee Basis

 

March 31,

2018

   

December 31,

2017

   

September 30,

2017

   

June 30,

2017

   

March 31,

2017

 

Market value

    76.4 %     76.4 %     77.9 %     75.3 %     77.7 %

Fixed fee

    23.6 %     23.6 %     22.1 %     24.7 %     22.3 %

Total

    100.0 %     100.0 %     100.0 %     100.0 %     100.0 %

 

 

Customer Derivatives

 

To accommodate the risk management needs of qualified commercial customers, the Bank enters into financial derivative transactions consisting of interest rate swaps, options, risk participation agreements and foreign exchange contracts. Derivative financial instruments involve, to varying degrees, interest rate, market and credit risk. Market risk exposure from customer derivative positions is managed by simultaneously entering into matching transactions with institutional dealer counterparties that offset customer contracts in notional amount and term. Derivative contracts create counterparty credit risk with both the Bank’s customers and with institutional dealer counterparties. The Corporation manages customer counterparty credit risk through its credit policy, approval processes, monitoring procedures and by obtaining adequate collateral, when appropriate. The Bank seeks to minimize dealer counterparty credit risk by establishing credit limits and collateral agreements through industry standard agreements published by the International Swaps and Derivatives Association (ISDA) and associated credit support annex (CSA) agreements. None of the Bank’s outstanding derivative contracts associated with the customer derivative program is designated as a hedge and none is entered into for speculative purposes. Derivative instruments are recorded at fair value, with changes in fair values recognized in earnings as components of noninterest income and noninterest expense on the consolidated statements of income.

 

 

NONINTEREST EXPENSE

 

Three Months Ended March 31, 2018 Compared to the Same Period in 2017

 

Noninterest expense for the three months ended March 31, 2018 increased $9.4 million, to $36.0 million, from the same period in 2017. A majority of the increase was related to the additional expenses associated with the staff and facilities assumed in the RBPI Merger. In addition, the May 2017 acquisition of Hirshorn Boothby and the formation of our Capital Markets group in the second quarter of 2017 contributed to the increase in noninterest expense. Due diligence, merger-related and merger integration expenses increased $3.8 million between the quarters, primarily related to the RBPI Merger.

 

Page 53

 

The following table provides details of other operating expenses for the three months ended March 31, 2018 and 2017:

 

 

 

Three Months Ended

March 31,

 
(dollars in thousands)  

2018

   

2017

 

Contributions

  $ 188     $ 121  

Deferred compensation trust expense

    81       125  

Director fees

    161       157  

Dues and subscriptions

    257       154  

FDIC insurance

    200       374  

Insurance

    227       207  

Loan processing

    270       523  

Miscellaneous other expenses

    563       105  

MSR amortization and impairment / (recovery)

    171       172  

Other taxes

    13       9  

Outsourced services

    66       99  

Portfolio maintenance

    123       99  

Postage

    163       148  

Stationary and supplies

    152       117  

Telephone and data lines

    405       400  

Temporary help and recruiting

    99       397  

Travel and entertainment

    178       175  

Other operating expenses

  $ 3,317     $ 3,382  

 

INCOME TAXES

 

Although income before income taxes increased $6.2 million for the three months ended March 31, 2018 as compared for the same period in 2017, income tax expense remained relatively unchanged at $4.6 million for the three months ended March 31, 2018 and 2017 primarily due to the reduction in the federal corporate income tax rate as a result of the Tax Cuts and Jobs Act (“Tax Reform”). Included in the income tax expense for the first quarter of 2018 was a $590 thousand discrete tax charge related to the re-measurement of deferred tax assets and a $361 thousand excess tax benefit related to the vesting of stock based awards and exercise of stock options. The excess tax benefit for the first quarter of 2017 was $145 thousand. The tax expense for the first quarter of 2018 reflects a decrease in the effective tax rate to 23.25% for the first quarter of 2018 from 33.88% for the first quarter of 2017.

 

In connection with the December 15, 2017 RBPI Merger, measurement period adjustments to the fair value of assets acquired gave rise to $1.2 million in additional deferred tax assets. These deferred tax assets were determined using the enacted tax rate in effect at the date of acquisition and subsequently re-measured at the new, lower corporate income tax rate due to Tax Reform.

 

BALANCE SHEET ANALYSIS

 

Total assets of $4.30 billion as of March 31, 2018 decreased $149.3 million from $4.45 billion as of December 31, 2017. The following sections detail the changes:

 

Loans and Leases

 

The table below compares the portfolio loans and leases outstanding at March 31, 2018 to December 31, 2017:

 

   

March 31, 2018

   

December 31, 2017

   

Change

 

(dollars in thousands)

 

Balance

   

Percent of

Portfolio

   

Balance

   

Percent of

Portfolio

   

Amount

   

Percent

 

Commercial mortgage

  $ 1,541,457       46.6

%

  $ 1,523,377       46.4

%

  $ 18,080       1.2

%

Home equity lines & loans

    211,469       6.4

%

    218,275       6.6

%

    (6,806

)

    (3.1

) %

Residential mortgage

    453,655       13.7

%

    458,886       14.0

%

    (5,231

)

    (1.1

) %

Construction

    202,168       6.1

%

    212,454       6.5

%

    (10,286

)

    (4.8

) %

Commercial and industrial

    727,231       22.0

%

    719,312       21.9

%

    7,919       1.1

%

Consumer

    48,423       1.5

%

    38,153       1.2

%

    10,270       26.9

%

Leases

    121,392       3.7

%

    115,401       3.5

%

    5,991       5.2

%

Total portfolio loans and leases

    3,305,795       100.0

%

    3,285,858       100.0

%

    19,937       0.6

%

Loans held for sale

    5,522               3,794               1,728       45.5

%

Total loans and leases

  $ 3,311,317             $ 3,289,652             $ 21,665       0.7

%

 

Page 54

 

Cash and Investment Securities

 

As of March 31, 2018, liquidity remained strong as the Corporation had $23.4 million of cash balances at the Federal Reserve and $1.2 million in other interest-bearing accounts, along with significant borrowing capacity as discussed in the “Liquidity” section below.

 

Investment securities available for sale as of March 31, 2018 totaled $534.1 million, as compared to $689.2 million as of December 31, 2017. The decrease was primarily related to the maturing, in January 2018, of $200.0 million of short-term U.S. Treasury securities.

 

Deposits

 

Deposits as of March 31, 2018 and December 31, 2017 were as follows:

 

   

March 31, 2018

   

December 31, 2017

   

Change

 

(dollars in thousands)

 

Balance

   

Percent of

Deposits

   

Balance

   

Percent of

Deposits

   

Amount

   

Percent

 

Interest-bearing demand

  $ 529,478       16.0

%

  $ 481,336       14.3

%

  $ 48,142       10.0

%

Money market

    856,072       25.8

%

    862,639       25.6

%

    (6,567

)

    (0.8

) %

Savings

    308,925       9.3

%

    338,572       10.0

%

    (29,647

)

    (8.8

) %

Retail time deposits

    523,138       15.8

%

    532,202       15.8

%

    (9,064

)

    (1.7

) %

Wholesale non-maturity deposits

    63,449       1.9

%

    62,276       1.8

%

    1,173       1.9

%

Wholesale time deposits

    171,359       5.2

%

    171,929       5.1

%

    (570

)

    (0.3

) %

Interest-bearing deposits

    2,452,421       74.0

%

    2,448,954       72.6

%

    3,467       0.1

%

Non-interest-bearing deposits

    863,118       26.0

%

    924,844       27.4

%

    (61,726

)

    (6.7

) %

Total deposits

  $ 3,315,539       100.0

%

  $ 3,373,798       100.0

%

  $ (58,259

)

    (1.7

) %

 

Borrowings

 

Borrowings as of March 31, 2018 and December 31, 2017 were as follows:

 

   

March 31, 2018

   

December 31, 2017

   

Change

 

(dollars in thousands)

 

Balance

   

Percent of

Borrowings

   

Balance

   

Percent of

Borrowings

   

Amount

   

Percent

 

Short-term borrowings

  $ 173,704       43.3

%

  $ 237,865       47.9

%

  $ (64,161

)

    (27.0

) %

Long-term FHLB advances

    107,784       26.9

%

    139,140       28.0

%

    (31,356

)

    (22.5

) %

Subordinated notes

    98,448       24.5

%

    98,416       19.8

%

    32       0.0

%

Junior subordinated debentures

    21,456       5.3

%

    21,416       4.3

%

    40       0.2

%

Total borrowed funds

  $ 401,392       100.0

%

  $ 496,837       100.0

%

  $ (95,445

)

    (19.2

) %

 

Page 55

 

Capital

 

Consolidated shareholder’s equity of the Corporation was $533.1 million, or 12.4% of total assets as of March 31, 2018, as compared to $528.1 million, or 11.9% of total assets as of December 31, 2017. The following table presents the Corporation’s and Bank’s regulatory capital ratios and the minimum capital requirements to be considered “Well Capitalized” by regulators as of March 31, 2018 and December 31, 2017:

 

 

   

Actual

   

Minimum

to be Well

Capitalized

 

(dollars in thousands)

 

Amount

   

Ratio

   

Amount

   

Ratio

 

March 31, 2018

                               
                                 

Total capital to risk weighted assets:

                               

Corporation

  $ 468,142       13.93 %   $ 336,154       10.00 %

Bank

  $ 397,077       11.82 %   $ 335,856       10.00 %

Tier I capital to risk weighted assets:

                               

Corporation

  $ 351,781       10.46 %   $ 268,923       8.00 %

Bank

  $ 379,164       11.29 %   $ 268,685       8.00 %

Common equity Tier I risk weighted assets:

                               

Corporation

  $ 331,009       9.85 %   $ 218,500       6.50 %

Bank

  $ 379,164       11.29 %   $ 218,307       6.50 %

Tier I leverage ratio (Tier I capital to total quarterly average assets):

                               

Corporation

  $ 351,781       8.71 %   $ 202,050       5.00 %

Bank

  $ 379,164       9.39 %   $ 201,868       5.00 %

Tangible common equity to tangible assets(1)

                               

Corporation

  $ 326,458       7.98 %            

Bank

  $ 376,038       9.19 %            
                                 

December 31, 2017

                               
                                 

Total capital to risk weighted assets:

                               

Corporation

  $ 463,637       13.92 %   $ 333,068       10.00 %

Bank

  $ 387,067       11.65 %   $ 332,388       10.00 %

Tier I capital to risk weighted assets:

                               

Corporation

  $ 347,187       10.42 %   $ 266,454       8.00 %

Bank

  $ 369,033       11.10 %   $ 265,910       8.00 %

Common equity Tier I risk weighted assets:

                               

Corporation

  $ 328,676       9.87 %   $ 216,494       6.50 %

Bank

  $ 369,033       11.10 %   $ 216,052       6.50 %

Tier I leverage ratio (Tier I capital to total quarterly average assets):

                               

Corporation

  $ 347,187       10.10 %   $ 171,915       5.00 %

Bank

  $ 369,033       10.76 %   $ 171,609       5.00 %

Tangible common equity to tangible assets(1)

                               

Corporation

  $ 322,964       7.61 %            

Bank

  $ 367,457       8.67 %            

 

(1) There is no official regulatory guideline for the tangible common equity to tangible asset ratio.

 

The capital ratios for the Bank and the Corporation, as of March 31, 2018, as shown in the above tables, indicate levels above the regulatory minimum to be considered “well capitalized.” Excluding the Bank’s and Corporation’s Tier I leverage ratio, all regulatory capital ratios increased from their December 31, 2017 levels primarily as a result of the increase in retained earnings. The Tier I leverage ratio, which is the ratio of Tier I capital to average quarterly assets, for both the Bank and Corporation decreased from December 31, 2017, as the average assets acquired in the December 15, 2017 RBPI Merger were present for a full quarter.

 

Page 56

 

Liquidity

 

The Corporation’s liquidity position is managed on a daily basis as part of the daily settlement function and continuously as part of the formal asset liability management process. The Bank’s liquidity is maintained by managing its core deposits as the primary source, purchasing federal funds, selling loans in the secondary market, borrowing from the FHLB and the Federal Reserve Bank, and purchasing and issuing wholesale certificates of deposit as its secondary sources.

 

Unused availability is detailed on the following table:

 

(dollars in millions)

 

Available

Funds as of

March 31,

2018

   

Percent of

Total

Borrowing

Capacity

   

Available

Funds as of

December 31,

2017

   

Percent of Total

Borrowing

Capacity

   

Dollar

Change

   

Percent

Change

 

Federal Home Loan Bank of Pittsburgh

  $ 1,404.7       84.0

%

  $ 1,020.0       74.4

%

  $ 384.7       37.7

%

Federal Reserve Bank of Philadelphia

    138.2       100.0

%

    121.3       100.0

%

    16.9       13.9

%

Fed Funds Lines (seven banks)

    79.0       100.0

%

    79.0       100.0

%

         

%

Total

  $ 1,621.9       85.8

%

  $ 1,220.3       77.6

%

  $ 401.6       32.9

%

 

Quarterly, the ALCO reviews the Corporation’s liquidity needs and reports its findings to the Corporation’s Board of Directors.

 

The Corporation has an agreement with IND to provide up to $40 million, excluding accrued interest, of money market and NOW funds at an agreed upon interest rate equal to the current Fed Funds rate plus 20 basis points. The Corporation had $31.7 million in balances as of March 31, 2018 under this program.

 

The Corporation continually evaluates the cost and mix of its retail and wholesale funding sources relative to earning assets and expected future earning-asset growth. The Corporation believes that with its current branch network, along with the available borrowing capacity at FHLB and other sources, it has sufficient capacity available to fund expected earning-asset growth.

 

Discussion of Segments

 

The Corporation has two principal segments as defined by FASB ASC 280, “Segment Reporting.” The segments are Banking and Wealth Management (see Note 22 in the accompanying Notes to Unaudited Consolidated Financial Statements).

 

The Wealth Management Segment recorded a pre-tax segment profit (“PTSP”) of $4.1 million for the three months ended March 31, 2018, as compared to PTSP of $3.7 million for the same period in 2017. The Wealth Management Segment provided 20.7% of the Corporation’s pre-tax profit for the three month period ended March 31, 2018, as compared to 26.9% for the same period in 2017. For the three month period ended March 31, 2018, both fees for wealth management services and insurance commissions increased from the same period in 2017.

 

The Banking Segment recorded a PTSP of $15.8 million for the three months ended March 31, 2018, as compared to PTSP of $10.0 million for the same period in 2017. The Banking Segment provided 79.3% of the Corporation’s pre-tax profit for the three month period ended March 31, 2018, as compared to 73.1% for the same period in 2017.

 

Off Balance Sheet Risk

 

The Corporation is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit.

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the loan agreement. Total commitments to extend credit at March 31, 2018 were $766.4 million, as compared to $748.3 million at December 31, 2017.

 

Standby letters of credit are conditional commitments issued by the Bank to a customer for a third party. Such standby letters of credit are issued to support private borrowing arrangements. The credit risk involved in issuing standby letters of credit is similar to that involved in granting loan facilities to customers. The Bank’s obligation under standby letters of credit at March 31, 2018 amounted to $15.5 million, as compared to $17.0 million at December 31, 2017.

 

Estimated fair values of the Corporation’s off-balance sheet instruments are based on fees and rates currently charged to enter into similar loan agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Since fees and rates charged for off-balance sheet items are at market levels when set, there is no material difference between the stated amount and the estimated fair value of off-balance sheet instruments.

 

Page 57

 

Contractual Cash Obligations of the Corporation as of March 31, 2018:

 

(dollars in millions)

 

Total

   

Within
1 Year

   

2 - 3
Years

   

4 - 5
Years

   

After
5 Years

 

Deposits without a stated maturity

  $ 2,621.0     $ 2,621.0     $     $     $  

Wholesale and retail time deposit

    694.5       581.4       87.0       25.1       0.9  

Short-term borrowings

    173.7       173.7                    

Long-term FHLB Advances

    107.8       52.5       40.4       14.9        

Subordinated Notes

    100.0                         100.0  

Junior subordinated debentures

    25.8                         25.8  

Operating leases

    30.5       5.6       8.4       6.1       10.4  

Purchase obligations

    5.1       3.4       1.7              

Total

  $ 3,758.4     $ 3,437.6     $ 137.5     $ 46.1     $ 137.1  

 

Other Information

 

Effects of Inflation

 

Inflation has some impact on the Corporation’s operating costs. Unlike many industrial companies, however, substantially all of the Corporation’s assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on the Corporation’s performance than the general level of inflation. Over short periods of time, interest rates may not necessarily move in the same direction or in the same magnitude as prices of goods and services.

 

Effects of Government Monetary Policies

 

The earnings of the Corporation are and will be affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. An important function of the Federal Reserve Board is to regulate the money supply and interest rates. Among the instruments used to implement those objectives are open market operations in United States government securities and changes in reserve requirements against member bank deposits. These instruments are used in varying combinations to influence overall growth and distribution of bank loans, investments, and deposits, and their use may also affect rates charged on loans or paid for deposits. 

 

The Corporation is a member of the Federal Reserve System and, therefore, the policies and regulations of the Federal Reserve Board have a significant effect on its deposits, loans and investment growth, as well as the rate of interest earned and paid, and are expected to affect the Corporation’s operations in the future. The effect of such policies and regulations upon the future business and earnings of the Corporation cannot be predicted.

 

Special Cautionary Notice Regarding Forward Looking Statements

 

Certain of the statements contained in this report and the documents incorporated by reference herein may constitute forward-looking statements for the purposes of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended. As such, they are only predictions and may involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of the Bryn Mawr Bank Corporation (the “Corporation”) to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements include statements with respect to the Corporation’s financial goals, business plans, business prospects, credit quality, credit risk, reserve adequacy, liquidity, origination and sale of residential mortgage loans, mortgage servicing rights, the effect of changes in accounting standards, and market and pricing trends loss. The words “may,” “would,” “could,” “will,” “likely,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “forecast,” “project,” “believe,” and similar expressions are intended to identify such forward-looking statements. The Corporation’s actual results may differ materially from the results anticipated by the forward-looking statements due to a variety of factors, including without limitation:

 

 

local, regional, national and international economic conditions, their impact on us and our customers, and our ability to assess those impacts;

 

 

sources of liquidity and financial resources in the amounts, at the times, and on the terms required to support our future business;

 

 

changes in policy, laws or existing statutes, regulatory guidance, legislation or judicial decisions that affect our the financial services industry as a whole, the Corporation, or our subsidiaries individually or collectively;

 

Page 58

 

 

results of examinations by the Federal Reserve Board of the Corporation or its subsidiaries, including the possibility that such regulator may, among other things, require us to increase our allowance for loan losses or to write down assets, or restrict our ability to: engage in new products or services; engage in future mergers or acquisitions; open new branches; pay future dividends; or otherwise take action, or refrain from taking action, in order to correct activities or practices that the Federal Reserve believes may violate applicable law or constitute an unsafe or unsound banking practice;

 

 

effectiveness of our capital management strategies and activities;

 

 

changes in accounting requirements or interpretations;

 

 

the accuracy of assumptions underlying the provisions for loan and lease losses and estimates in the value of collateral, and various financial assets and liabilities;

 

 

estimates of future reserve requirements based upon the periodic review thereof under relevant regulatory and accounting requirements;

 

 

changes in interest rates, spreads on interest-earning assets and interest-bearing liabilities, and interest rate sensitivity;

 

 

changes in relationships with employees, customers, and/or suppliers;

 

 

our success in continuing to generate new business in our existing markets, as well as identifying and penetrating targeted markets and generating a profit in those markets in a reasonable time;

 

 

changes in consumer and business spending, borrowing and savings habits, and demand for financial services in the relevant market areas;

 

 

rapid technological developments and changes;

 

 

competitive pressure and practices of other commercial banks, thrifts, mortgage companies, finance companies, credit unions, securities brokerage firms, insurance companies, money-market and mutual funds and other institutions operating in our market areas and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the internet;

 

 

risks related to our mergers and acquisitions, including, but not limited to: reputational risks, client and customer retention risks; diversion of management time on integration-related issues; risk that integration may take longer than anticipated or cost more than expected; risk that the anticipated benefits of the merger or acquisition, including any anticipated cost savings or strategic gains, may take longer or be significantly harder to achieve or may fail to be achieved;

 

 

our ability to contain costs and expenses;

 

 

protection and validity of intellectual property rights;

 

 

reliance on large customers;

 

 

the outcome of pending and future litigation and governmental proceedings;

 

 

any extraordinary events (such as natural disasters, acts of terrorism, wars or political conflicts);

 

 

ability to retain key employees and members of senior management;

 

 

the ability of key third-party providers to perform their obligations to us and our subsidiaries;

 

 

other material adverse changes in operations or earnings; and

 

 

our success in managing the risks involved in the foregoing.

 

All written or oral forward-looking statements attributed to the Corporation are expressly qualified in their entirety by the factors, risks, and uncertainties set forth in the foregoing cautionary statements, along with those set forth under the caption titled “Risk Factors” beginning on page 11 of this Report. All forward-looking statements included in this Report and the documents incorporated by reference herein are based upon the Corporation’s beliefs and assumptions as of the date of this Report. The Corporation assumes no obligation to update any forward-looking statement, whether the result of new information, future events, uncertainties or otherwise, as of any future date. In light of these risks, uncertainties and assumptions, you should not put undue reliance on any forward-looking statements discussed in this Report or incorporated documents.

 

ITEM 3. Quantitative and Qualitative Disclosures About Market Risks

 

See the discussion of quantitative and qualitative disclosures about market risks in the Corporation’s 2017 Annual Report, as updated by the disclosure in “Management’s Discussion and Analysis of Results of Operations – Interest Rate Sensitivity,” “– Summary of Interest Rate Simulation,” “Customer Derivatives” and “– Gap Analysis” in this quarterly report on Form 10-Q.

 

Page 59

 

ITEM 4. Controls and Procedures

 

As of the end of the period covered by this report, the Corporation carried out an evaluation, under the supervision and with the participation of the Corporation’s management, including the Corporation’s Chief Executive Officer, Francis J. Leto, and Chief Financial Officer, Michael W. Harrington, of the effectiveness of the design and operation of the Corporation’s disclosure controls and procedures as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon the evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Corporation’s disclosure controls and procedures were effective as of March 31, 2018.

 

There were no changes in the Corporation’s internal controls over financial reporting during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.

 

Page 60

 

PART II OTHER INFORMATION.

 

ITEM 1. Legal Proceedings.

 

The information required by this Item is set forth in the “Legal Matters” discussion in Note 21 “Contingencies” in the Notes to Unaudited Consolidated Financial Statements in Part I Item I of this Form 10-Q, which is incorporated herein by reference in response to this Item.

 

ITEM 1A. Risk Factors
None.

 

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Share Repurchase

 

The following table presents the shares repurchased by the Corporation during the first quarter of 2018:

 

Period

 

Total Number of
Shares Purchased(1)
(2)

   

Average Price

Paid
Per Share

   

Total Number of
Shares Purchased

as Part of Publicly
Announced Plans or
Programs(3)

   

Maximum
Number of
Shares that
May Yet Be
Purchased
Under the Plan
or Programs

 

January 1, 2018 – January 31, 2018

        $             189,300  

February 1, 2018 – February 28, 2018

    16,635     $ 44.26             189,300  

March 1, 2018 – March 31, 2018

    712     $ 44.36             189,300  

Total

    17,347     $ 44.27             189,300  

 

(1)

On March 30, 2018, 437 shares were purchased by the Corporation’s deferred compensation plans through open market transactions.

 

(2)

Includes shares purchased to cover statutory tax withholding requirements on vested stock awards for certain officers of the Corporation or Bank as follows: 13,835 shares on February 9, 2018; and 275 shares on March 2, 2018.

 

(3)

On August 6, 2015, the Corporation announced a stock repurchase program (the “2015 Program”) under which the Corporation may repurchase up to 1,200,000 shares of the Corporation’s common stock, at an aggregate purchase price not to exceed $40 million. There is no expiration date on the 2015 Program and the Corporation has no plans for an early termination of the 2015 Program. All share repurchases under the 2015 Program were accomplished in open market transactions. As of March 31, 2018, the maximum number of shares remaining authorized for repurchase under the 2015 Program was 189,300.

 

 

ITEM 3. Defaults Upon Senior Securities

None.

 

ITEM 4. Mine Safety Disclosures.
         Not applicable.

 

ITEM 5. Other Information

None.

 

Page 61

 

 ITEM 6. Exhibits

 

Exhibit No.

 

Description and References

     

3.1    

 

Amended and Restated By-Laws, effective November 20, 2007, incorporated by reference to Exhibit 3.2 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007

3.2    

 

Amended and Restated Articles of Incorporation, effective November 21, 2007, incorporated by reference to Exhibit 3.1 of the Corporation’s Form 8-K filed with the SEC on November 21, 2007

31.1

 

Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

31.2

 

Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith

32.1      

 

Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

32.2      

 

Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith

     

101.INS XBRL

 

Instance Document, filed herewith

     

101.SCH XBRL

 

Taxonomy Extension Schema Document, filed herewith

     

101.CAL XBRL

 

Taxonomy Extension Calculation Linkbase Document, filed herewith

     

101.DEF XBRL

 

Taxonomy Extension Definition Linkbase Document, filed herewith

     

101.LAB XBRL

 

Taxonomy Extension Label Linkbase Document, filed herewith

     

101.PRE XBRL

 

Taxonomy Extension Presentation Linkbase Document, filed herewith

 

Page 62

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Bryn Mawr Bank Corporation

       

Date: May 4, 2018

 

By:

/s/ Francis J. Leto        

 

 

 

 

Francis J. Leto

 

 

 

 

President & Chief Executive Officer

     

(Principal Executive Officer)

       
       

Date: May 4, 2018

 

By:

/s/ Michael W. Harrington        

 

 

 

 

Michael W. Harrington

 

 

 

 

Chief Financial Officer

       

(Principal Financial Officer)

 

Page 63